REALLOYS INC.
For the period ended Mar 31, 2026. Filed May 20, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 20, 2026
Contents
Note
Note 8 – Stockholders'Equity (Deficit)
Common Stock
The Company is authorized to issue 350,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2026 and December 31, 2025, there were approximately 61,214,537 and 49,293,557 shares of common stock issued and outstanding, respectively.
Reverse Recapitalization Impact on Equity
On February 24, 2026, the Company completed a reverse recapitalization transaction (the Merger) with Blackbox, which resulted in a recapitalization of the Company’s equity structure. As part of the transaction, the historical equity of REalloys was retroactively adjusted to reflect the legal capital structure of Blackbox.
Accordingly, all share and per-share amounts presented in the accompanying Condensed Consolidated Financial Statements have been retroactively adjusted to reflect this transaction.
In connection with the reverse recapitalization, the Company assumed 123,875 outstanding options of Blackbox. All such options were fully vested as of the closing date of the reverse recapitalization and did not require any post‑closing service from the holders. Accordingly, no additional compensation cost was recognized in connection with the assumption of these awards and no stock‑based compensation expense is recognized for these options in periods subsequent to the reverse recapitalization.
Following the transaction, the assumed options continue to be classified as equity instruments and are presented within additional paid‑in capital in the Company’s condensed consolidated balance sheets. After the Merger's close and on or before March 31, 2026,62,500 options were exercised with a weighted average exercise price of $9.81, The options acquired have a weighted average remaining life of 6.1 years and weighted average exercise price of $9.81 per option.
Additionally, in connection with the reverse recapitalization, the Company assumed warrants for an aggregate of 100,245 common shares, with a weighted average remaining life of 2.6 years and weighted average exercise price of $13.19 per warrant. Following the transaction, the assumed options and warrants continue to be classified as equity instruments and are presented within additional paid‑in capital in the Company’s condensed consolidated balance sheets.
The Company's March 2025 warrants to purchase up to 5,000,000 shares of the Company's common stock at an exercise price of $10.00 per share were converted on the closing of the reverser recapitalization pursuant to the terms of the warrant and the Blackbox merger agreement. The converted aggregate number of the Company's common stock available under the warrants is 2,064,500 with a converted exercise price of $24.22 per share with a remaining life of approximately 9 years. Following the transaction, the warrants continue to be classified as equity instruments and are presented within additional paid‑in capital in the Company’s condensed consolidated balance sheets.
Series A Preferred Stock
At the close of the Merger, the Company recognized 10,000,000 shares of authorized preferred stock at $0.001 par value,5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value, and 2,400,000 of which are designated as “Series B Convertible Preferred Stock” at $0.001 par value.
Shares of the Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes on matters submitted to Company stockholders. There are 3,269,998 shares of Series A Stock outstanding of which 1,634,999 shares each are owned by Gust Kepler, former CEO of Blackbox and Leonard Sternheim, the Company's CEO and Director.
Series A Preferred Stock Option Agreements
Prior to the closing of the Merger, Company and Gust Kepler, former CEO of Blackbox, executed an Option Agreement (the “Option Agreement”), pursuant to which the Company has the right to call for redemption and Gust Kepler shall have the right to cause the Company to redeem all of the issued and outstanding Series A Convertible Preferred Stock of the Company held by Gust Kepler in exchange for shares of Series A Convertible Preferred Stock of Blackbox.io, Inc. (“Blackbox Operating”), a Delaware corporation and wholly owned subsidiary of the Company. See Note 15 for details of the subsequent redemption of the call option by Mr. Kepler.
Contingent Value Rights Agreements
At the Closing of the Merger, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”). The CVR Agreement provides that each share of Blackbox Common Stock held by stockholders immediately prior to the Merger's closing will receive a dividend of one contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox Operating (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction. A CVR Transaction is generally a transaction pursuant to which (i) Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders.
The CVR payment obligations will expire February 24, 2028. The CVRs are not be transferable, except in certain limited circumstances, are not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned.
Additional Paid-In Capital
Additional paid-in capital primarily consists of amounts received in excess of par value from the issuance of common stock, as well as the impact of the reverse recapitalization transaction. Transaction costs directly attributable to the reverse recapitalization were recorded as a reduction to additional paid-in capital.
Warrants and Other Equity Instruments
The Company has issued warrants and other equity-linked instruments in connection with prior financing transactions. These instruments are evaluated for classification as either equity or liabilities in accordance with applicable accounting guidance.
Certain warrants are classified as liabilities and are remeasured at fair value each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations.
Public Offering — March 9, 2026
On March 9, 2026, the Company completed an underwritten public offering (the “Offering”) pursuant to an effective registration statement on Form S-3, at a price of $18.50 per share. The Company issued 2,702,702 shares of common stock and received gross proceeds of $50.0 million, resulting in net proceeds of approximately $46.8 million after deducting underwriting discounts and offering expenses. Concurrently with the Offering, the Company terminated the at-the-market equity offering program (effective March 5, 2026), under which Blackbox had raised approximately $2.2 million between its inception and February 19, 2026, the last day of active sales under the program.
Special Warrants Conversion
Prior to the reverse recapitalization closing, REalloys Solutions Inc. had issued Special Warrants to certain investors for aggregate gross proceeds that were contractually entitled to convert into $38.0 million worth of REalloys shares upon a qualifying go-public transaction. At the February 24, 2026 closing,2,093,664 shares of common stock were issued in connection with the conversion of all outstanding Special Warrants (2,093,664 shares × $18.15 per share = $38.0 million). The carrying value of the Special Warrant liability was adjusted from $34.6 million to $38.0 million (a $3.4 million loss on remeasurement) immediately prior to derecognition, and the $38.0 million was reclassified to additional paid-in capital upon conversion. See Note 10 - Fair Value Measurements.
SAFE Conversions
All outstanding Simple Agreements for Future Equity converted into 166,116 shares of common stock upon the February 24, 2026 qualifying go-public transaction. The aggregate carrying value of SAFE liabilities of $3.0 million was reclassified to additional paid-in capital upon conversion.
Series X and Series C Preferred Stock Conversion
On February 23, 2026, substantially contemporaneously with the Merger, the Company closed the second tranche of its previously announced private placement of Series X Preferred Stock, issuing 3,000 shares for aggregate gross proceeds of $3,000. Each share of Series X Preferred Stock was exchanged on the Effective Date forone share of Series C Convertible Preferred Stock of the combined company. The Company incurred costs of $400 related to the issuance of Series C Convertible Preferred Stock during the three months ended March 31, 2026. During the three months ended March 31, 2026, all outstanding shares of Series C Convertible Preferred Stock were converted into shares of the Company’s common stock in accordance with their terms. In accordance with the reverse recapitalization accounting, the Series X Preferred Stock outstanding at December 31, 2025 and at any time during the three months ended March 31, 2026, have been retroactively recast as Series C preferred stock, and the previously reported Series X Preferred Stock is no longer presented as a separate class of equity in these unaudited condensed consolidated balance sheets or 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.
Note 9 – Stock-Based Compensation
In December 2025, the Company’s board of directors adopted the REalloys Inc. 2025 Long‑Term Incentive Plan (the “2025 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), deferred share units (“DSUs”), performance awards and other share‑based awards to employees, directors and eligible service providers. The 2025 Plan became effective in connection with the Company’s go‑public transaction and listing on The Nasdaq Stock Market on February 25, 2026.
The maximum number of shares of common stock that may be issued under the 2025 Plan is 8,500,000, subject to adjustment in the event of stock splits, stock dividends, recapitalizations and other similar events as provided in the 2025 Plan.
Pursuant to the Blackbox recapitalization, the 2021 Blackbox, Inc. Incentive Stock Plan (the “2021 Plan”), remains in effect, with 612,500 shares authorized to be issued under the plan. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.
The executive and director stock, non-performance and non-market based RSU awards and unvested stock options granted under the 2021 plan are accounted for as equity-classified share-based payment arrangements under ASC 718, with compensation cost recognized over the applicable requisite service periods and a corresponding increase to additional paid-in capital. Performance-based RSU awards are recognized only when achievement of the applicable performance condition is considered probable. Market-based awards are measured at grant-date fair value and recognized over the requisite service period regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. For service agreements in which common shares are issued in exchange for services with non-employees, other than Directors and Officers, the grant-date fair value is recorded as a prepaid asset and amortized on a straight-line basis over the service period.
Awards modified in connection with the reverse recapitalization
Prior to the Transaction, Private REalloys Inc., granted restricted share units (“RSUs”) and restricted performance share units (“RPSUs”) under its equity incentive plan. In connection with the reverse recapitalization described in Note 1-Reverse Recapitalization, each outstanding RSU and RPSU was converted in accordance with the REalloys Inc. 2025 Long‑Term Incentive Plan, which provides that, in the event of a recapitalization, reorganization, merger, consolidation, share exchange or other similar corporate transaction affecting the fair value of an award, the Committee shall adjust the number and type of shares subject to outstanding awards and other applicable terms so that the fair value of the award immediately after the transaction equals the fair value of the award immediately prior to the transaction. Accordingly, the Company adjusted the number of shares subject to the outstanding RSUs and RPSUs using the applicable exchange ratio,0.4129, shares of Public REalloys Inc., common stock for each underlying share of Private REalloys common stock, while preserving the underlying economic value of the awards immediately before the reverse recapitalization. The service‑based and performance conditions vesting terms of the awards remained unchanged as they were granted in contemplation of a public listing. The conversion was accounted for as a modification of equity‑classified awards and an equity restructuring under ASC 718, with no impact on the fair value of the converted awards.
Immediately prior to the reverse recapitalization, there were 12,000,000 RSUs and 5,500,000 RPSUs outstanding, all granted to the CEO of then Private REalloys Inc., now Public REalloys Inc. As a result of applying the 0.4129 exchange ratio, and the modification terms of these awards under the 2025 incentive plan, the awards converted into 3,407,718 RSUs and 1,135,919 RPSUs over Public REalloys Inc., common stock, which are included in the stock-based compensation tables presented below.
Also, in connection with the reverse recapitalization, the Company assumed outstanding stock options of Blackboxstock Inc. All such options were fully vested as of the closing date of the transaction and, accordingly, no future service was required from the holders after the closing date. As a result, the assumed options do not give rise to post‑transaction stock‑based compensation expense and are not included in the Company’s share‑based compensation disclosures for the three months ended March 31, 2026. Instead, these assumed options are reflected within equity as part of the reverse recapitalization and related capitalization of the Company. See Note 8– Stockholders' Equity (Deficit).
The following table summarized the number of stock-based awards granted by the Company and the weighted-average grant date fair value per unit for the three-month periods ended March 31, 2026 and 2025, respectively:
| Three months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2026 · March 31, 2025 | ||||||
| Weighted- · Weighted- | ||||||
| Stock-Based · Average · Stock-Based · Average | ||||||
| Awards · Exercise · Awards · Exercise | ||||||
| Granted · Price · Granted · Price | ||||||
| Restricted stock units - 2025 plan | 3,509,650 | $18.15 | - | $ | - | |
| 3,509,650 | - | |||||
The following tables shows stock-based compensation expense by award type (in thousands):
| Three months Ended | |||
|---|---|---|---|
| March 31, 2026 · March 31, 2025 | |||
| Stock awards | 16,941 | ||
| Restricted stock units | 64,830 | - | |
| Restricted Performance share units | - | - | |
| Total stock-based compensation expense | $81,771 | $ | - |
RSU, Market-based RSU and Performance-based RSU Awards
The Company granted market-based restricted stock units covering 1,375,000 equivalent shares of common stock to its Chief Executive Officer, Leonard Sternheim, with a grant date of December 15, 2025. The grant-date fair value of these awards grant-date fair value using a Monte Carlo simulation model. The grant-date fair value was estimated at $11.5 million, based on an implied initial market capitalization of approximately $512.1 million, an expected volatility of 90.0%, risk-free interest rates based on U.S. Treasury yields, an expected term consistent with thefive-year performance period, and an assumption ofno expected dividends. Compensation cost for this award is recognized over the requisite service period beginning on the grant date and is not reversed if the market condition is not ultimately achieved, provided that the requisite service has been rendered.
In addition, Mr. Sternheim holds 568,182 performance-based restricted stock units (RPSUs) that vest upon achievement of specified milestones, including: a qualifying strategic offtake or processing agreement, generating $50.0 million in revenue, raising $100.0 million in capital, or sustaining a $1.0 billion market capitalization for 30 consecutive trading days. No expense has been recognized for the RPSUs as vesting has not been determined to be probable.
The following table summarizes the activity related to the Company’s RSU awards during the period presented:
| Weighted- | ||
|---|---|---|
| Average | ||
| Number of | Grant Date | |
| Shares | Fair Value | |
| Nonvested as of January 1, 2026 | 12,000,000 | $5.00 |
| Converted in reverse recapitalization | 3,305,785 | 18.15 |
| Granted | 3,509,650 | 18.15 |
| Vested | (3,407,718) | 18.15 |
| Cancelled/Forfeited | - | - |
| Nonvested as of March 31, 2026 | 3,407,718 | $18.15 |
The following table summarizes the activity related to the Company’s market-based RSU awards:
| Weighted- | ||
|---|---|---|
| Average | ||
| Number of | Grant Date | |
| Awards | Fair Value | |
| Nonvested as of January 1, 2026 | 1,375,000 | $8.35 |
| Converted in reverse recapitalization | 567,738 | 20.22 |
| Granted | - | - |
| Vested | - | - |
| Cancelled/Forfeited | - | - |
| Nonvested as of March 31, 2026 | 567,738 | $20.22 |
The following table summarizes the activity related to the Company’s performance-based RSU awards:
| Weighted- | ||
|---|---|---|
| Average | ||
| Number of | Grant Date | |
| Awards | Fair Value | |
| Nonvested as of January 1, 2026 | 4,125,000 | $5.00 |
| Converted in reverse recapitalization | 568,182 | 18.15 |
| Granted | - | - |
| Vested | - | - |
| Cancelled/Forfeited | - | - |
| Nonvested as of March 31, 2026 | 568,182 | $18.15 |
Shares-for-Services Consulting Agreements
The Company has entered into equity-based consulting agreements with various advisors and service providers under which shares of common stock were issued in exchange for future services. The unamortized fair value of shares issued is recorded as a prepaid asset and recognized as consulting expense over the applicable service period.
For the three months ended March 31, 2026, stock-based compensation expense was $81.8 million. As of March 31, 2026, total unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested equity awards was $91.4 million, which is expected to be recognized over a weighted-average period of 3.35 years.
Note 10 – Fair Value Measurements
The Company measures certain financial liabilities at fair value on a recurring basis, including contingent consideration and certain warrant liabilities.These liabilities are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.
Changes in the fair value of these liabilities are recognized in the condensed consolidated statements of operations. For the three months ended March 31, 2026 and 2025, the Company recognized changes in fair value of approximately $3.4 million and $0.8 million, respecti vely.
Derivative Instruments
The Company's derivative instruments pertain to the acquisition-related contingent consideration in the form of special warrants (the "Special Warrants") issued by the Company on May 29, 2024 (the "Issuance Date"). The Special Warrants were recorded as acquisition-related contingent consideration and relate to warrants that automatically converted into $38.0 million worth of the Company’s common shares upon completion by the Company of a liquidity event (as defined in the share purchase agreement). All unconverted warrants become null and void if not converted on or before December 31, 2026. The fair value of the acquisition-related contingent consideration was determined using the probability-weighted expected return method (“PWERM”) valuation model, with the following range of key assumptions used in the PWERM: the timing of a liquidity event of February 2026 and March 2026, a discount rate of 3.66% and 3.60%, the probability of timing of a liquidity event of 80% and 15%, and a discount for lack of marketability of 3.7% and 5.7%. Accordingly, the acquisition-related contingent consideration is measured at fair value on a recurring basis using unobservable inputs; therefore, this instrument represents a Level 3 measurement within the fair value hierarchy. The fair value of the special warrant liability at the time of initial recognition was $28.4 million. Because the valuation model uses unobservable inputs, there is inherent uncertainty in measuring the fair value of this contingent consideration, and actual results may differ from these estimates.
In February 2026, the Company completed its merger with Blackbox, which constituted a liquidity event as defined under the share purchase agreement. Prior to conversion, the carrying value of the Special Warrant liability was adjusted from $34.6 million to the contractual conversion amount of $38.0 million, resulting in a fair value loss of $3.4 million recorded in earnings. The Special Warrants then automatically converted into 2,093,664 common shares of the Company on February 24, 2026, and the$38.0 million liability was derecognized with an offsetting credit to additional paid-in capital. As of March 31, 2026 and December 31, 2025, the fair value of the Special Warrant liability was $0 and
$34.6 million, respectively. During the three months ended March 31, 2026 and 2025, the Company recorded a change in fair value of the contingent consideration of $3.4 million (loss) and $0.8 million (loss), respectively.
The following table sets forth a summary of changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2026 (in thousands):
| Balance as of December 31, 2025 | $34,561 | |
|---|---|---|
| Change in fair value | 3,439 | |
| Conversion to equity upon liquidity event | (38,000) | |
| Balance as of March 31, 2026 | $ | - |
The following table sets forth a summary of changes in fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2025 (in thousands):
| Balance as of December 31, 2024 | $29,364 |
|---|---|
| Change in fair value | (784) |
| Balance as of March 31, 2025 | $30,148 |
Note 11 – Commitments and Contingencies
The Company may be subject to claims and contingencies in the normal course of business. As of March 31, 2026, management is not aware of any material legal proceedings requiring disclosure. At March 31, 2026, the company has general and administrative commitments of $759 which are expected to be settled in the next 12 months.
Details of the Company's other commitments are as follows (in thousands):
Operating Leases (ASC 842)
| Right-of-Use Assets and Lease Liabilities | March 31, 2026 ($) | December 31, 2025 ($) |
|---|---|---|
| ROU lease asset, net | 789 | 602 |
| Lease liability, current | 278 | 2 |
| Lease liability, long-term | 518 | 536 |
| Total lease liability | $796 | $538 |
SRC Commitments
On November 20, 2025, the Company executed four agreements with the SRC. See Note 5 for additional details.
The Company currently anticipates that, subject in all cases to progress, scope refinement, and the Company’s ongoing approval, it may advance the following in relation to the SRC arrangements (in thousands):
| (In thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Activity | 2026 ($) | 2027 ($) | 2028 ($) | Total | ||||
| Pilot HREE Metallization | $3,970 | $5,520 | $ | - | $9,490 | |||
| Commercial HREE Metallization | 21,830 | 17,390 | - | 39,220 | ||||
| SRC REPF Upgrade | 6,530 | 7,970 | 6,120 | 20,620 | ||||
| Total | $32,330 | $30,880 | $6,120 | $69,330 | ||||
Concurrently, the Company entered into a long-term supply arrangement with SRC pursuant to which SRC will supply the Company with rare earth oxide and metal products produced using the expanded processing capabilities. In consideration of the prepaid advances, the Company is entitled to priority off-take rights, including an upfront allocation of 80% of forecast annual production and a right of first refusal on uncommitted volumes. Products are purchased at SRC’s cost of production plus an agreed margin at reasonable commercial rates, subject to customary adjustments and applicable taxes. The supply arrangement includes standard delivery, take-or-pay, and force majeure provisions and is non-recourse to the Company beyond its obligation to pay for approved expenditures and delivered product. No expenditures or activity related to the supply agreement were approved on or before March 31, 2026.
Acquisition Related Commitments & Contingencies
The Hoidas Lake Property asset that was acquired on May 29, 2024, is subject to a 1.8% Net Smelter Return (“NSR”) royalty. The NSR royalty has a maximum value of $1 million Canadian Dollars. Per the agreement, the royalty is paid quarterly from gross revenue after the project attains commercial production. These royalty payments represent a contingent consideration liability that the Company will recognize when it becomes probable and reasonably estimable or when the contingency is resolved.
Contingent Value Rights Agreement
Pursuant to the the Merger with Blackbox, the Company entered into a The CVR. The CVR Agreement provides that each share of Blackbox Common Stock held by stockholders immediately prior to the Merger's closing will receive a dividend ofone contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox Operating (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction. A CVR Transaction is generally a transaction pursuant to which (i) Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders.
The CVR payment obligations will expire February 24, 2028. The CVRs are not be transferable, except in certain limited circumstances, are not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned and no amounts were known to be or probably to be payable under the agreement at March 31, 2026.
Note 12 – Related Party Transactions
On June 3, 2024, the Company entered into a promissory note agreement with a then 4.9% stockholder of the Company, who is also related to the Co-founder, CEO & Director of the Company (the "Lender"), for the principal amount of $2.0 million, due upon the earlier of (i) January 31, 2026 and (ii) withintwo business days of the receipt by the Company of financing in excess of $10.0 million. The note bearsno stated interest rate.
The $10.0 million financing threshold was triggered upon closing of the March 9, 2026 public offering; accordingly, the outstanding balance is presented as current. During the three months ended March 31, 2026, the Company made a repayment of $50, resulting in a balance of $44 at March 31, 2026.
As a related party debt instrument withno stated interest charge, the Company records imputed interest at an estimated market rate of 18% per annum. The Company recorded imputed interest of $400 for the year ended December 31, 2025 and approximately $3 for the three months ended March 31, 2026. Imputed interest is recorded as interest expense with a corresponding increase to additional paid-in capital.
| Note Payable — Isaac Sternheim | Amount ($) |
|---|---|
| Balance, December 31, 2025 | $94 |
| Repayment — February 3, 2026 | (50) |
| Balance, March 31, 2026 | $44 |
In connection with the acquisition of PMTCM, the Company assumed an employment contract with Andrew Sherman, the chief executive officer of PMTCM and a significant shareholder of the Company. Pursuant to the employment agreement, Mr. Sherman is entitled to a one-time acquisition bonus of $250 and a base salary of $30 per month. No amounts have been paid to date. As of March 31, 2026 and December 31, 2025, the accrued liability related to Mr. Sherman's employment contract was $700 and $610, respectively.
In connection with the acquisition of Blackbox, Mr. Kepler advanced the Company approximately $100, all of which remained outstanding at March 31, 2026.
Note 13 – Segment Reporting
The Company operates inone reportable segment. The Company’s Chief Executive Officer has been identified as the Chief Operating Decision Maker (”CODM”). The CODM manages the Company as a single, integrated rare-earth development and supply chain enterprise focused on building a North American mine-to-magnet supply chain for U.S. Protected Markets. The CODM reviews the Company’s consolidated financial statements, including consolidated net loss and total operating expenses, to assess performance and allocate resources across the Company’s development activities. The Company is in the early stage of development and has not established ongoing commercial revenues or positive operating cash flows sufficient to cover operating costs. Accordingly, all resource allocation decisions are made at the consolidated enterprise level. The Company’s operating activities include mineral property exploration (HLREE), rare earth metal and magnet material production (Euclid Magnet Facility), metallization and processing development (SRC arrangement) and administrative functions, all of which are managed as components of a single integrated supply chain strategy.
On February 24, 2026, the Company completed its previously announced merger transaction with Blackbox, which has been accounted for as a reverse recapitalization under ASC 805-40, with pre-merger REalloys Inc. (now REalloys Solutions Inc.) treated as the accounting acquirer. From the closing of the merger through March 31, 2026, Blackbox.io Inc., the legacy operating subsidiary of Blackbox, was a wholly owned consolidated subsidiary of the Company, and its results of operations for that period are included in the Company’s consolidated financial statements. Blackbox.io operates a consumer-facing financial-markets analytics SaaS platform whose products, customers, distribution channels, and regulatory environment are wholly dissimilar to the Company’s integrated rare-earth supply chain. The Company’s Chief Operating Decision Maker does not regularly review the discrete operating results of Blackbox.io for purposes of resource allocation or performance assessment within the Company’s integrated rare-earth supply chain, and accordingly, those operations do not constitute a separate operating segment of the Company under ASC 280. In connection with the merger, the Company entered into an Option Agreement under which a third party holds an option to acquire Blackbox.io. The Option Agreement had not been exercised as of March 31, 2026; its prospective exercise would result in the deconsolidation of Blackbox.io under ASC 810-10-40-5 and equity-method accounting under ASC 323. The pending Option Agreement is described as a subsequent event in Note 15 – Subsequent Events.
Note 14 – Lossper Share
The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings or loss per common share to the weighted-average common shares outstanding used in the calculation of diluted earnings or loss per common share:
| Three months | ||
|---|---|---|
| In thousands, except per share data | March 31, 2026 | March 31, 2025 |
| Numerator: | ||
| Net loss | $(106,718) | $(1,742) |
| Less: Preferred stock dividends accrued | - | - |
| Net income available to common stockholders | (106,718) | (1,742) |
| Numerator for basic and diluted EPS | $(106,718) | $(1,742) |
| Denominator: | ||
| Weighted-average common shares outstanding | 53,954,052 | 32,593,867 |
| Diluted weighted-average common shares outstanding | 53,954,052 | 32,593,867 |
| Weighted-average preferred shares outstanding | 1,625 | 116 |
| Earnings (loss) per share: | ||
| Basic | $(1.98) | $(0.05) |
| Diluted | $(1.98) | $(0.05) |
Excluded Securities: Warrants and options to purchase 2,164,745 and 61,375 shares of common stock,3,407,718 restricted share units and 1,135,920 restricted performance share units, and 3,269,988 shares of Series A Preferred Stock were outstanding in the three months ending March 31, 2026 but were not included in the computation of diluted EPS because they were anti-dilutive
Note 15 – Subsequent Events
The Company has evaluated subsequent events from April 1, 2026 through May 20, 2026, the date the financial statements were issued. The following events are disclosed in accordance with ASC 855, Subsequent Events.
Conversion of Series A Convertible Preferred Stock
On April 14, 2026, a holder converted 550,000 shares of Series A Convertible Preferred Stock into 550,000 shares of common stock on aone-for-one basis pursuant to the conversion terms of the Certificate of Designations of the Series A Preferred Stock.
Series A Preferred Option Exercise — May 5, 2026
On May 5, 2026, Gust Kepler exercised his put right under the Option Agreement dated February 24, 2026. Pursuant to the Option Exercise Agreement: (i) Gust Kepler transferred an aggregate of 1,084,999 shares of the Company's Series A Convertible Preferred Stock to the Company; and (ii) the Company transferred an aggregate of 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc. (representing all of the Series A Preferred Stock of Blackbox.io owned by the Company) to Gust Kepler (the “Option Exercise”). The Option Exercise reduces the outstanding and available Series A Preferred Stock balance at the Company and extinguishes the Company’s Series A Preferred Stock holding in Blackbox.io. Following the Option Exercise, Blackbox.io ceased to be a subsidiary of the Company.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.