REALLOYS INC.
For the period ended Jun 30, 2026. Filed Aug 13, 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.
Jun 30, 2026 · Filed Aug 13, 2026
ALOY$6.13+4.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-20.
0001628280-26-036966
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001628280-26-056817
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 106 previous paragraphs and 160 current paragraphs.
52 unchanged; 31 reworded; 74 added; 23 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (74)
Current report
Company Background
Current report
Rare earth elements, principally neodymium, praseodymium, dysprosium, and terbium, are what give high-performance permanent magnets their strength and their ability to hold that strength at high temperature. Neodymium and praseodymium provide the raw magnetic power; dysprosium and terbium provide the coercivity, the resistance to demagnetization, that keeps a magnet working in the heat of a jet engine bay or an electric motor. Those magnets are what turn electricity into motion, and they sit inside almost anything that moves electrically: missile and aircraft actuators, radar and sonar systems, electric vehicle drivetrains, robotics, wind turbines and medical imaging equipment. Supply of these materials is concentrated in China, and the U.S. Department of Defense will be prohibited from procuring covered magnets containing rare earths sourced from adversarial nations beginning January 1, 2027. Our strategy is to give U.S. and allied customers a secure, transparent and traceable alternative located entirely in North America.
Current report
Recent Developments
Current report
Executive and Board Leadership Changes
Current report
On June 24, 2026, Robert Winspear resigned as the Company’s Chief Financial Officer, effective as of that date. In connection with his departure, the Company and Mr. Winspear entered into a General Release and Severance Agreement, pursuant to which the Company agreed to provide customary separation benefits in exchange for a general release of claims and his continued cooperation with the Company during a transition period.
Current report
On the same date, the Board of Directors (the “Board”) appointed Craig Cunningham, to serve as the Company’s Chief Financial Officer and principal financial officer, effective June 24, 2026. Mr. Cunningham has served as an Executive Director of Provenance Advisors, a Toronto, Ontario-based financial advisory firm, since August 2023, and previously provided management advisory services to the Company through Provenance Advisors from July 2025 until his appointment as Chief Financial Officer. Mr. Cunningham is a Chartered Professional Accountant (CPA, CA) and holds an Executive Master of Business Administration from the Ivey Business School at Western University, bringing more than two decades of public-company experience and leadership across the critical minerals and mining sectors. Within the critical minerals and metals industry he most recently served as Chief Financial Officer of Li-Cycle Holdings Corp., a cross-border lithium-ion battery resource recovery company, and as Chief Financial Officer of Electra Battery Materials Corporation, a North American battery metals and materials processor., from June 2022 to July 2023, roles in which he was responsible for financial reporting, capital markets execution and strategic planning for critical minerals businesses closely aligned with the Company’s own mine-to-magnet strategy. Over a span of 12 years, Mr. Cunningham held a series of increasingly senior finance and leadership roles with Kinross Gold Corporation, a global gold mining company, culminating in his service as Vice President, Regional Financial Officer, Russia, where he oversaw financial operations, procurement, logistics, and information technology for a multi-billion-dollar international mining portfolio. Mr. Cunningham provides his services to the Company on an independent contractor basis pursuant to a Chief Financial Officer Consulting Agreement, dated June 24, 2026 (the “CFO Consulting Agreement”), which is filed as Exhibit 10.2 to this Form 10-Q.
Current report
On June 26, 2026, Joseph Sawyer notified the Company of his resignation from the Board, effective as of June 29, 2026. The Company does not currently intend to appoint a replacement director to fill the resulting vacancy. In connection with his departure from the Board, Mr. Sawyer joined the Company in a management capacity as Director, Projects and Delivery, effective July 1, 2026, where he will provide project management and drive delivery of the Company’s various strategic development projects.
Current report
Completed Significant Capital Raise
Current report
Development and Capital Projects Update
Current report
We continued to advance our phase 1 strategic initiatives - development and expansion of rare earth processing and metallization capabilities.
Current report
Capital Project Milestones
Current report
We are advancing engineering and equipment procurement for our planned Heavy Rare Earth Metallization Facility, with commissioning currently targeted for Q1 2028 and initial operations targeted for H1 2028. The facility is expected to have targeted annual processing capacity of approximately 50 tonnes of combined Dy and Tb oxide feedstock.
Current report
With our planned Rare Earth Processing Facility upgrade funding, the SRC is expected to commence upgrade activity in Q3 2026, while staged commissioning of the plant is already underway. The upgrades are intended to increase annual production capacity to approximately 525 tonnes of NdPr metal, 30 tonnes of Dy oxide and 15 tonnes of Tb oxide. Funding of the expansion, together with the SRC supply agreement, secures supply rights to approximately 80% of the expanded facility’s total output. Jointly, the Company and SRC plan to advance processing and separation trials using recycled mixed rare earth oxide feedstock during H2 2026, with the objective of producing separated material for potential customer qualification as early as Q4 2026.
Current report
We expect to advance technical studies for our Phase 2 strategic initiatives, wholly owned, increased scale Integrated Rare Earth Separation and Metallization Facility.
Current report
Commercial Milestones
Current report
We expect to commence commercial intake of NdPr metal and Dy and Tb oxides from the SRC in Q3 2027, in line with the facility’s targeted production ramp-up and the Company’s existing supply arrangements. REalloys continues to evaluate prospective primary feedstock sources under its existing MOUs and other arrangements, with a focus on advancing selected opportunities toward definitive feedstock supply agreements.
Current report
Feedstock Sourcing and Development
Current report
We continued to evaluate prospective primary feedstock sources under our existing MOUs and other arrangements, with a focus on advancing selected opportunities toward definitive feedstock supply agreements.
Current report
Rare Earth Offtake Agreement with Critical Metals Corp.
Current report
On May 20, 2026, we executed a definitive long-term Rare Earth Product Offtake Agreement with Critical Metals Corp. ("CRML") covering 15% of monthly Phase 1 production from CRML’s Tanbreez rare earth project in southern Greenland. The agreement replaces and supersedes the previously announced non-binding letter of intent between the parties.
Current report
Deliveries begin only once the parties agree on detailed product specifications and qualification requirements. Tanbreez is not in production, and the timing of first deliveries depends on the development of the project by Critical Metals, which is outside our control. We have not purchased or received any material under this agreement, and it had no effect on our results of operations, financial position or cash flows for the three and six months ended June 30, 2026.
Current report
Feedstock Development Agreements
Current report
During the quarter we entered into several non-binding arrangements intended to develop a diversified North American feedstock network:
Current report
•U.S. Critical Materials Corp., contemplating offtake of up to 10% of production from the Sheep Creek project in Ravalli County, Montana
Current report
•Ramaco Resources, Inc., contemplating mixed rare earth carbonate feedstock from the Brook Mine in Wyoming
Current report
•Patriot Exploration & Mining, contemplating priority access to up to approximately 30% of its rare earth production
Current report
None obligates either party to enter into a definitive agreement, none provides for the purchase or sale of any material, and no consideration has been paid or received. There can be no assurance that any definitive agreement will result, or that any of the volumes described will be available to us. These arrangements had no effect on our results of operations, financial position or cash flows for the three and six months ended June 30, 2026.
Current report
U.S. Army Enhanced Use Lease Opportunity, Tooele Army Depot
Current report
On June 25, 2026, we announced that we had been selected by the U.S. Army for exclusive negotiations toward a long-term Enhanced Use Lease at Tooele Army Depot in Utah. If a lease is executed, we would design, finance, build and operate heavy rare earth processing facilities at the site. The arrangement is non-binding and does not obligate either party to enter into a definitive agreement. There can be no assurance that negotiations will result in a lease, or that any lease would be on the terms we currently contemplate. As of June 30, 2026, we had not committed capital to the site, had incurred no material costs in connection with the opportunity, and had recognized no revenue or assets related to it.
Current report
Any development of the site would be subject to the execution of a definitive lease, environmental review and permitting, the availability of financing, and the completion of engineering and procurement. We continue to advance our negotiations and planning with the U.S. Army ahead of the September 8, 2026, scheduled completion of the negotiation phase of the selection process.
Current report
Rare Earth Pricing
Current report
A price divergence has emerged between Chinese domestic and ex-China markets for the heavy rare earths, driven by Chinese export controls and limited non-Chinese supply. As of late June 2026, ex-China dysprosium and terbium oxide traded at a substantial premium to Chinese domestic prices, and the divergence was more pronounced still for yttrium.
Current report
If sustained, this divergence supports the economics of non-Chinese production, including ours. It is also volatile, sensitive to Chinese policy, and may narrow if controls are relaxed or if non-Chinese capacity comes online faster than expected. Higher prices can improve the economics of our downstream products, but they also increase our feedstock costs. We do not currently hedge commodity price exposure.
Current report
U.S. policy continues to support the build out of a domestic critical minerals supply chain through a range of procurement, financing, stockpiling and grant programs. These include the Defense Production Act, the Department of Defense Industrial Base Analysis and Sustainment program, the Department of Energy’s Energy Dominance Financing program, the Export-Import Bank of the United States, the National Defense Stockpile and related procurement and grant programs. We are actively pursuing additional government, defense and dual-use customer relationships, and we are pursuing financing under certain of the programs described above, including with the Export-Import Bank.
Current report
Policy support is increasingly directed at the midstream and downstream stages of the value chain, where non-Chinese capacity is most limited. The G7 critical minerals declaration of June 17, 2026, sets a target of reducing reliance on any single non-G7 supplier for rare earths and permanent magnets to below 60% by 2030. Government-backed price floor and offtake mechanisms have also emerged in the United States and among allied governments and are intended to improve the bankability of non-Chinese projects by reducing revenue uncertainty. We are not currently a party to any government price floor or offtake arrangement.
Current report
Effective January 1, 2027, Section 857 of the FY2023 National Defense Authorization Act prohibits the U.S. Department of Defense from procuring covered permanent magnets containing rare earths sourced from adversarial nations. We expect this to create increased demand for the North American rare earth materials and metals we plan to refine and produced. However, winning defense and related contracts and obtaining the necessary supplier qualification ahead of the effective date remains subject to significant uncertainty.
Current report
Midstream Separation and Metallization: The North American Gap
Current report
China currently accounts for more than 90% of global magnet rare earth separation and refining capacity, a concentration that has remained around this level for several years (source: U.S. DOE, International Energy Agency, Benchmark Mineral Intelligence). For the heavy rare earths critical to high-temperature magnets, such as dysprosium and terbium, separation capacity outside China is effectively negligible. Midstream and downstream processing, comprising separation, metallization, alloying and magnet manufacturing, rather than mining, has been identified as the principal bottleneck limiting supply chain diversification. Refining capacity outside China would need to increase several-fold beyond currently planned levels to achieve meaningful diversification.
Current report
The practical consequence is that new upstream supply, on its own, does not create supply chain security. Concentrate and mixed rare earth carbonate produced in the United States or in allied jurisdictions must still be separated into individual oxides and reduced to metal before it can be made into a magnet. Absent midstream capacity in North America, that material is routed back through the same processing base the supply chain is intended to diversify away from.
Current report
A substantial volume of allied and domestic upstream supply is now advancing toward production. Our response has been to secure access to that material through offtake agreements and development arrangements, as described under "Recent Developments," while concentrating our own capital and execution effort on the midstream stage that is missing in North America.
Showing the first 40 of 74 passages. Open the source sections for the rest.
Removed paragraphs (23)
Previous report
Overview
Previous report
Underwritten Public Offering — March 2026
Previous report
Advancement of the SRC Strategic Processing and Metallization Arrangements
Previous report
The SRC arrangements are expected to affect our business, liquidity, capital allocation, operating results, and development timeline. During the three months ended March 31, 2026, we paid aggregate deposits of $2.4 million to SRC, consisting of $1.4 million under the Pilot Agreement and $1.0 million under the EPF Agreement. As of March 31, 2026, we had not received equipment, goods, or services related to these deposits. Accordingly, the deposits were recorded as prepaid or other assets rather than expense, construction in progress, or property and equipment.
Previous report
Ramp-Up and Expansion of the Euclid Facility
Previous report
The three months ended March 31, 2026 reflect (i) a full quarter of PMTCM operations (acquired on March 31, 2025, the final day of the comparative quarter), (ii) 33 days of consolidated Blackbox operations (February 25 through March 31, 2026), and (iii) significant non-recurring charges recognized in connection with the closing of the Merger, including $32.9 million of stock-based compensation expense related to awards granted in connection with the formation of the post-Merger board of directors, a $6.4 million impairment of the EVTEC Holdings Group Limited investment acquired in the Merger, and $9.2 million accretion expense on the Series C Convertible Preferred Stock recognized upon its conversion to common stock.
Previous report
Three Months Ended March 31, 2026 vs. Three Months Ended March 31, 2025
Previous report
Software Development Costs
Previous report
Software development costs for the three months ended March 31, 2026 were $34, compared to $0 for the three months ended March 31, 2025. These costs relate to the Blackbox trading analytics platform and were not present in the prior-year period as Blackbox was not consolidated until the February 24, 2026 reverse recapitalization.
Previous report
The Q1 2026 components are described below.
Previous report
•Impairment of EVTEC investment. We recognized a $6.4 million impairment of the EVTEC Holdings Group Limited equity investment on the February 24, 2026 Merger date. The investment was recorded at its historical carrying value of $8.4 million on acquisition and written down to an estimated fair value of $2.0 million under the measurement alternative for equity securities without a readily determinable fair value under ASC 321, reflecting observable indicators including the failure of two contemplated public-market transaction pathways, operational disruption from a cyber-attack on EVTEC's primary customer, reduced FY2026 revenue guidance, and concentrated customer exposure.
Previous report
•Change in fair value of contingent consideration. We recognized a $3.4 million loss on the remeasurement of the acquisition-related contingent consideration (the Special Warrant entitled to automatic conversion into $38.0 million of common stock upon a qualifying go-public transaction) immediately prior to its conversion to equity on the February 24, 2026 closing date. The Level 3 fair value of the contingent consideration was adjusted from a carrying value of $34.6 million to its $38.0 million conversion value, with the corresponding equity issuance reclassified to additional paid-in capital.
Previous report
•Accretion expense — Series C Convertible Preferred Stock. We recognized $9.2 million of accretion expense in connection with the conversion of our Series C Convertible Preferred Stock to common stock. The Series C Convertible Preferred Stock had been recorded at an initial carrying value below its stated conversion value, and the remaining accretion to conversion value was recognized in earnings upon conversion.
Previous report
The Q1 2025 amount consisted primarily of a $0.9 million change in fair value of contingent consideration related to the pre-merger Special Warrant.
Previous report
Net loss for the three months ended March 31, 2026 was ($106.7 million), compared to ($1.7 million) for the three months ended March 31, 2025. The significant increase in net loss was driven primarily by $81.8 million in stock-based compensation recognized in the quarter in connection awards granted on the appointment of certain new directors following the Merger, recognition of stock-based awards and shares-for-services consulting agreements granted in previous periods, as well as the $6.4 million EVTEC investment impairment and the $3,4 million change in fair value of Special Warrants.
Previous report
The Q1 2025 amount reflects pre-merger REalloys operations only and is not representative of the post-Merger consolidated business.
Previous report
Cash provided by investing activities of $0.4 million for Q1 2026 represents cash acquired in the reverse recapitalization, less de minimis fixed-asset purchases. We had no comparable investing activity in Q1 2025. We expect investing cash use to increase in future periods as we advance our SRC Arrangements.
Previous report
Cash provided by financing activities of $57.4 million for Q1 2026 consisted principally of approximately $46.8 million of net proceeds from the March 9, 2026 underwritten public offering, $7.5 million of prospective-investor share-subscription deposits (returned in April 2026), and $2.6 million of net cash from the second tranche of the Series X Preferred Stock financing at the Merger's closing. The Q1 2025 amount of $1.3 million reflects an initial Series X Preferred Stock tranche.
Previous report
Cash increased from$2.8 million at December 31, 2025 to $42.55 million at March 31, 2026. The increase reflects the March 9, 2026 public offering of approximately $46.8 million and the receipt of the second tranche of the Series X Preferred shares ($2.6 million, net) on the Merger's close, We are using the net proceeds for working capital and general corporate purposes, including ongoing operations at our Euclid facility, discretionary expenditures under our rare-earth processing and metallization arrangements, and public-company operating costs. The offering, together with our existing cash, is the principal reason that cash and cash equivalents increased.and underlies our reassessment under ASC 205 that substantial doubt about our ability to continue as a going concern no longer exists. See Going Concern Reassessment above and Note 8 — Stockholders' Equity.
Previous report
Increases were partially offset by operating cash outflows, current deposits made related to the rare earth processing and metallization project, and retirement of certain related party debts.
Previous report
Known material cash commitments include non-binding SRC capital commitments of approximately $71.3 million over 2025–2028. Management views these expenditures as discretionary and capable of being sequenced or financed through separate project-level or capital markets activity. The Company expects that additional capital may be required for longer-term growth initiatives.
Previous report
•The Company requires additional capital to fund longer-term operations, develop the Hoidas Lake mineral property, and build downstream processing capacity. The Company estimates non-binding SRC capital commitments of approximately $71.3 million over 2025–2028.
Previous report
Reverse Recapitalization
Reworded paragraphs (31)
Previous wording
REalloys is a U.S.‑based rare earth minerals and materials company building a vertically integrated North American “mine‑to‑magnet” supply chain for U.S. Protected Markets, including defense, aerospace, energy, electronics and advanced industrial applications. Our strategy pairs strategic upstream rare earth resources with downstream metallization and magnet materials manufacturing—both located in North America—to provide a secure, transparent and traceable alternative to the Chinese‑dominated supply chain.
Current wording
REalloys is a U.S.‑based rare earth minerals and materials company building a vertically integrated North American “mine‑to‑magnet” supply chain for U.S. Protected Markets, including defense, aerospace, energy, electronics and advanced industrial applications. Our strategy pairs upstream rare earth resources with midstream separation and purification, and downstream metallization and magnet manufacturing, all located in North America.
Previous wording
We agreed to a 60-day lock-up on additional equity issuances, which expired on May 8, 2026, and granted the lead underwriter a 180-day right to participate in certain future financings, which remains in effect through September 5, 2026.
Current wording
During the three months ended June 30, 2026, we closed on approximately $100.0 million in gross proceeds through a private placement of common stock. Clear Street LLC acted as placement agent in the offering and was granted a 180-day right to participate in certain future financings, which remains in effect through September 5, 2026. We intend to use the net proceeds for the advancement of our processing and metallization projects, working capital and general corporate purposes.
Previous wording
On March 10, 2025, REalloys Inc. (formerly known as Blackbox; “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 “Blackbox” 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”).d. The quarter reflects 33 days of consolidated Blackbox operations (February 25 through March 31, 2026).
Current wording
On March 10, 2025, REalloys Inc. (formerly known as Blackbox; “REalloys” or the “Company”) and its wholly owned subsidiary, RABLBX Merger Sub, Inc., (“RABLBX”), entered into an Agreement and Plan of Merger dated as of December 10, 2025 (as amended, the “Merger Agreement”), with REalloys Solutions Inc. (formerly known as REalloys Inc.; “Private REalloys”). In accordance with the Merger Agreement, on February 24, 2026: (i) RABLBX merged with and into Private REalloys, with Private REalloys surviving as a wholly owned subsidiary of the Company, (ii) pursuant to an amendment to its Articles of Incorporation, the Company changed its name from “Blackbox” to “REalloys Inc.”, (iii) pursuant to an amendment to its Articles of Incorporation, Private REalloys changed its name to “REalloys Solutions Inc. (collectively, the “Merger”). In connection with the closing of the Merger, our common stock began trading on the Nasdaq Capital Market under the symbol “ALOY” on February 25, 2026. The Merger was accounted for as a reverse recapitalization. Private REalloys is the accounting acquirer, and the historical financial statements presented in this Form 10-Q are those of Private REalloys. Blackbox's operations are included in our consolidated results from February 25, 2026, and Blackbox.io, Inc. was deconsolidated on May 5, 2026, following the Option Exercise.
Previous wording
As of May 2026, following the Option Exercise, Blackbox.io ceased to be a subsidiary. Blackbox.io is not material to our consolidated results, financial position or cash flows; the financial effect of the deconsolidation will be reflected in our financial statements for the three and six months ending June 30, 2026.
Current wording
As of May 2026, following the Option Exercise, Blackbox.io ceased to be a subsidiary. Blackbox.io is not material to our consolidated results, financial position or cash flows; the financial effect of the deconsolidation is reflected in our financial statements for the three and six months ended June 30, 2026.
Previous wording
Magnet rare earths—neodymium, praseodymium, dysprosium, terbium and samarium—are critical inputs for NdFeB and samarium‑cobalt magnets used across defense, aerospace, electric and hybrid vehicles, robotics, industrial automation, wind, medical devices and consumer electronics. We expect medium‑ and long‑term demand to grow with electrification, the energy transition, the proliferation of “physical AI” applications and increasing focus on industrial and defense supply chain security.
Current wording
Magnet rare earths—neodymium, praseodymium, dysprosium, and terbium—are critical inputs for NdFeB magnets used across defense, aerospace, electric and hybrid vehicles, robotics, industrial automation, wind, medical devices and consumer electronics. We expect medium‑ and long‑term demand to grow with electrification, the energy transition, the proliferation of “physical AI” applications and increasing focus on industrial and defense supply chain security.
Previous wording
During 2025 and into 2026, China expanded export controls and licensing requirements on rare earths, rare earth magnets and downstream products, including products containing even trace amounts of Chinese‑origin material. The November 2025 U.S.–China trade and economic understanding suspended certain expanded controls and retaliatory measures, but heightened market focus on rare earth supply chain volatility, potential magnet rare earth shortages, price volatility and the strategic value of non‑Chinese supply continues. As an integrated North American producer that spans upstream resources and downstream metallization and magnet materials, we believe we are well positioned to benefit from these trends, particularly as U.S. policy, procurement and customer qualification frameworks continue to favor domestic, traceable supply.
Current wording
During 2025 and into 2026, China expanded export controls and licensing requirements on rare earths, rare earth magnets and downstream products, including products containing even trace amounts of Chinese‑origin material. The November 2025 U.S.–China trade and economic understanding suspended certain expanded controls and retaliatory measures, but heightened market focus on rare earth supply chain volatility, potential magnet rare earth shortages, price volatility and the strategic value of non‑Chinese supply continues. That suspension is for a term of one year and is currently expected to lapse in the fourth quarter of 2026.
Previous wording
U.S. initiatives under the Defense Production Act, the Inflation Reduction Act, the Department of Defense Industrial Base Analysis and Sustainment program and related procurement and grant programs continue to support the domestic critical minerals supply chain. The Euclid Facility currently supplies government and government‑affiliated customers, and we are actively pursuing additional government, defense and dual‑use customer relationships and funding opportunities. Changes in administration priorities, appropriations, tariff and trade policy, or program scope could materially affect demand, realized prices and the availability of government funding for our capital projects.
Current wording
Changes in administration priorities, appropriations, tariff and trade policy, or program scope could materially affect demand, realized prices and the availability of additional funding for our capital projects.
Previous wording
We are continuing to advance our strategy to develop rare earth separation, processing, and metallization capabilities in North America. A key element of this strategy is our relationship with SRC, under which we entered into arrangements in November 2025 to support pilot-scale process development and the planned development of a commercial-scale metallization facility.
Current wording
We are continuing to advance our strategy to develop rare earth separation, purification, and metallization capabilities in North America. A key element of this strategy is our relationship with SRC, under which we entered into arrangements in November 2025 to support the upgrade of SRC’s existing Rare Earth Processing Facility (the "REPF"), pilot-scale heavy rare earth process development, the build out of a commercial-scale heavy rare earth metallization facility, and the acquisition, on a cost-plus basis, of 80% of the NdPr metal and Dy and Tb oxides produced at the existing REPF.
Previous wording
The Pilot process project is intended to support pilot-scale process development and validation activities. The anticipated pilot process and related pilot equipment are expected to provide technical information necessary to determine processing specifications, equipment configuration, operating parameters, and other requirements for the planned commercial-scale metallization facility. The results, timing, and cost of the pilot program may affect the scope, timing, and cost of the commercial-scale facility and our related capital requirements.
Current wording
The Pilot project is intended to support process development and validation activities. The anticipated pilot process and related pilot equipment are expected to provide technical information necessary to determine processing specifications, equipment configuration, operating parameters, and other requirements for the planned commercial-scale metallization facility. The results, timing, and cost of the pilot program may affect the scope, timing, and cost of the commercial-scale facility and our related capital requirements.
Previous wording
Near‑term revenue is generated primarily at the Euclid Facility under short‑term service and supply contracts for rare earth metals, alloys and magnet materials. From acquisition on March 31, 2025 through December 31, 2025, the Euclid Facility generated $0.8 million of revenue and $0.9 million of related cost of sales. Growth in revenue and operating margin will depend on customer and product qualification, capital investment in equipment upgrades, automation and capacity expansion, feedstock supply (including under our SRC arrangement), workforce and continued compliance with the requirements applicable to U.S. government and defense customers. We continue to evaluate further investment in metallization, alloy and magnet materials capacity, which we expect to require additional capital expenditures.
Current wording
Near‑term revenue is generated primarily at the Euclid Facility under short‑term service and supply contracts for rare earth metals, alloys and magnet materials. Growth in revenue and operating margin will depend on customer and product qualification, capital investment in equipment upgrades, automation and capacity expansion, feedstock supply (including under our SRC arrangement), workforce and continued compliance with the requirements applicable to U.S. government and defense customers. We have paused efforts toward increasing the facilities NdFeB magnet materials production capacity, which had been estimated to reach 1,000 mtpa by the second quarter of 2027, while we evaluate other opportunities. The timing and outcome of the strategic magnet evaluation are uncertain and will impact any resumption and may impact the scope and timing of the previously planned expansion. Euclid operations continue to deliver metallurgical services and metals, alloys and magnet materials under existing contracts, utilizing existing capacities.and have not been affected by the expansion pause.
Previous wording
The Hoidas Lake Project remains an exploration‑stage property. As of March 31, 2026, we had capitalized $50.5 million in related mining property rights, with no amortization recorded as production has not commenced; mineral exploration costs are expensed as incurred. Advancing the project toward S‑K 1300 mineral resources and reserves will require substantial multi‑year expenditures, including drilling and metallurgical testing, environmental and engineering studies, indigenous and community engagement, permitting and pre‑feasibility and feasibility studies. The timing, scope and outcome of these activities—and the ultimate development decision—will materially affect our long‑term financial profile and capital needs.
Current wording
The Hoidas Lake Project remains an exploration‑stage property. As of June 30, 2026, we had capitalized $50.5 million in related mining property rights, with no amortization recorded as production has not commenced; mineral exploration costs are expensed as incurred. The project is supported by an S-K 1300 Technical Report Summary that includes a Mineral Resource Estimate; however, no Mineral Reserves have been established. Advancing the project toward potential future development will require substantial multi-year expenditures, including additional drilling and metallurgical testing, environmental and engineering studies, Indigenous and community engagement, permitting, and the completion of pre-feasibility and feasibility studies. The timing, scope and outcome of these activities—and the ultimate development decision—will materially affect our long‑term financial profile and capital needs.
Previous wording
The period-over-period changes presented in the table below are affected by significant changes in the composition of the Company's consolidated reporting entity between the comparative periods, and are not, in management's view, representative of the underlying operating trends of the post-Merger business. In particular:
Current wording
The period-over-period changes presented in the table below are affected by significant changes in the composition of the Company’s consolidated reporting entity between the comparative periods. In particular:
Previous wording
The three months ended March 31, 2025 reflect the operations of pre-merger REalloys Inc. (the accounting acquirer) only, prior to the March 31, 2025 acquisition of PMT Critical Metals Inc. ("PMTCM") and prior to the February 24, 2026 reverse recapitalization with Blackbox As a result, the comparative period includes no revenue, no PMTCM operating expenses, and no Blackbox subscription revenue, cost of revenues or operating expenses.
Current wording
The three months ended June 30, 2025, reflect the operations of pre-merger Private REalloys Inc. (the accounting acquirer) together with a full quarter of PMT Critical Metals Inc. ("PMTCM"), which was acquired on March 31, 2025. It includes no Blackbox revenue, cost of revenues or operating expenses, because the reverse recapitalization did not close until February 24, 2026.
Previous wording
Accordingly, the period-over-period percentage changes shown in the table below — including the 9,750% increase in general and administrative expense and the 10,092% increase in total operating expenses — principally reflect the change in the composition of the reporting entity and the Merger-related non-cash charges, rather than period-over-period changes in the underlying operations of any business included in both periods. Readers should consider these comparability limitations when evaluating the discussion that follows.
Current wording
Accordingly, the period-over-period percentage changes shown in the table below — including the 3,312% increase in general and administrative expense and the 2,702% increase in total operating expenses — principally reflect the change in the level of activity, as Blackbox did not have a significant impact on the operations during the quarter.
Previous wording
The Company is in the development stage and has not generated significant revenue during the periods presented. For the three months ended March 31, 2026, operating results were driven primarily by general and administrative expenses, including non-cash stock-based compensation recognized in connection with the February 24, 2026 reverse recapitalization, director and officer RSU awards, and shares-for-services consulting agreements, together with costs associated with operating as a newly public company.
Current wording
The Company is in the development stage and has not generated significant revenue during the periods presented. For the three months ended June 30, 2026, operating results were driven primarily by general and administrative expenses, including ongoing non-cash stock-based compensation recognized in connection with the February 24, 2026 reverse recapitalization, director and officer RSU awards, and shares-for-services consulting agreements, together with costs associated with operating as a newly public company.
Previous wording
Compared with the prior-year period, operating expenses increased materially as a result of costs associated with the reverse recapitalization transaction, SEC reporting and compliance requirements, audit readiness, legal and technical accounting support, and additional administrative infrastructure required to support the Company’s growth strategy and public-company obligations. The Company also expects continuing expenditures associated with the development of its business plan, including advancement of its mineral property strategy, downstream processing capabilities, and supply chain relationships. As a result, the Company expects to continue to incur net losses for the foreseeable future.
Current wording
Compared with the prior-year period, operating expenses increased materially as a result of costs associated with the management and administrative infrastructure required to support the Company’s development and growth strategy along with general public company and compliance requirements. The Company also expects continuing expenditures associated with the development of its business plan, including advancement of its mineral property strategy, downstream processing capabilities, and supply chain relationships. As a result, the Company expects to continue to incur net losses for the foreseeable future.
Previous wording
Revenue for the three months ended March 31, 2026 was $706, compared to $0 for the three months ended March 31, 2025. The Q1 2026 revenue reflects PMTCM's sales of rare earth metals and magnet materials at the Euclid Magnet Facility, principally under contracts with the Defense Logistics Agency (DLA contract awarded March 2, 2026) and the U.S. Department of Energy's AMES National Laboratory, together with subscription revenue from the Blackbox trading analytics platform for the 33-day period from February 25 through March 31, 2026. Q1 2025 revenue was $0 because the PMTCM acquisition closed on March 31, 2025 (the final day of that quarter) and Blackbox was not yet included in our results.
Current wording
Revenue for the three months ended June 30, 2026 was $0.8 million, compared to$0.4 million for the three months June 30, 2025. The increase of$0.4 million over the comparative period primarily reflects PMTCM’s sales of rare earth metals and materials at the Euclid facility, principally under contracts with the Defense Logistics Agency (DLA contract awarded March 2, 2026) and the U.S. Department of Energy’s AMES National Laboratory, together with subscription revenue from the Blackbox trading analytics platform for the 56 days Blackbox.io was included in the three months ending June 30, 2026.
Previous wording
Cost of revenues for the three months ended March 31, 2026 was $299 compared to$0 for the three months ended March 31, 2025. Cost of revenues consists primarily of outsourced direct costs allocated from Powdermet, Inc. under the PMTCM Uses & Services Agreement, representing materials and direct labor costs at the Euclid Magnet Facility, together with Blackbox cost of revenues (merchant fees, data feeds, and technology costs) for the post-merger period. Gross profit for the three months ended March 31, 2026 was $407, representing a gross margin of 58%. There was no comparable gross margin for Q1 2025 as the Company had no revenue in that period.
Current wording
Cost of revenues for the three months ended June 30, 2026 was $0.3 million, compared to$0.2 million for the three months ended June 30, 2025. Cost of revenues for the six months ended June 30, 2026 was $0.63 million, compared to $0.22 million for the six months ended June 30, 2025. Cost of revenues consists primarily of outsourced direct costs allocated from Powdermet, Inc. under the PMTCM Uses & Services Agreement, representing materials and direct labor costs at the Euclid facility, together with Blackbox cost of revenues (merchant fees, data feeds, and technology costs) for the partially consolidated period.
Previous wording
General and Administrative expenses for Q1 2026 was $85.4 million, compared to $0.9 million for Q1 2025. The increase was driven primarily by $81.8 million of stock-based compensation. Stock based compensation expense included $32.9 million on the vesting of RSUs granted to the members of the Board of Directors of the Company who joined at the closing of the Merger and stock-based compensation expense of $48.9 million related to executive and shares-for-services consulting awards granted in 2025. Excluding non-cash items, SGA was approximately $3.6 million, of professional fees, legal, audit, and other general and administrative expenses. Management expects to incur significant costs throughout fiscal 2026 related to public company governance, advancement of the Company's Information Technology capabilities and other costs associated with our recent public listing.
Current wording
General and Administrative expenses for six months ended June 30, 2026 and 2025 was $121.4 million, and $1.9 million respectively. The increase was driven primarily by$113.9 million of stock-based compensation. Stock based compensation expense included$84.3 million related to RSU and RPSU awarded to members of the Board of Directors of the Company and executives and$29.5 million related to shares-for-services consulting awards granted in 2025 and 2026. Excluding non-cash items, SG&A was approximately$7.6 million, of consulting costs, professional fees, legal, audit, and other general and administrative expenses.
Previous wording
Advertising and marketing expenses for the three months ended March 31, 2026 were $2.5 million, compared to$0 for the three months ended March 31, 2025. These expenses reflect communications and marketing agreements entered following the reverse recapitalization, including costs associated with increasing retail investor awareness of the Company following its Nasdaq listing on February 25, 2026. The Company does not expect advertising and marketing expenses to continue at this level in future periods.
Current wording
Advertising and marketing expenses for the three months ended June 30, 2026 were$1.3 million, comparedto $- million for the three months ended June 30, 2025. Advertising and marketing expenses for the six months ended June 30, 2026 were$3.9 million, comparedto $- million for the six months ended June 30, 2025. These expenses reflect communications and marketing agreements entered following the reverse recapitalization, including costs associated with increasing retail investor awareness of the Company following its Nasdaq listing on February 25, 2026. The Company does not expect advertising and marketing expenses to continue at this level in future periods.
Previous wording
Depreciation and amortization for the three months ended March 31, 2026 was $87, compared to$0 for the three months ended March 31, 2025. The expense relates to fixed assets at the Euclid Magnet Facility, intangible assets acquired in connection with the PMTCM acquisition, and fixed assets of Blackbox consolidated from the February 24, 2026 merger date, none of which were reflected in Q1 2025.
Current wording
Depreciation and amortization for the three months ended June 30, 2026 was $(0.1) million, compared to $0.1 million for the three months ended June 30, 2025. Depreciation and amortization for the six months ended June 30, 2026 was $(0.01) million, compared to $0.1 million for the six months ended June 30, 2025. The expense relates to fixed assets at the Euclid facility, intangible assets acquired in connection with the PMTCM acquisition, and fixed assets of Blackbox following the reverse recapitalization. Blackbox’s results were not part of the consolidated operating results in 2025.
Previous wording
Other income (expense), net for the three months ended March 31, 2026 was net expense of $19.1 million, compared with net expense of $0.9 million for the three months ended March 31, 2025. The components of the period-over-period change are summarized below (in thousands):
Current wording
Other income (expense), net for the three months ended June 30, 2026 was net expense of $0.01 million, compared with net expense of $(1.3) million for the three months ended June 30, 2025. The components of the period-over-period change are summarized below (in thousands):
Previous wording
As of March 31, 2026, the Company had cash of$42.5 million, and as of the financial statement issuance date of May 20, 2026, the Company had approximately$34.3 million of unrestricted cash. The Company’s historical sources of liquidity have consisted primarily of equity financings and sale of common shares. The Company’s principal liquidity requirements are expected to consist of funding operating losses, professional fees, public-company compliance costs, maintenance of mineral properties, and development of the Company's rare earth processing and metallization project.
Current wording
As of June 30, 2026, the Company had cash of$122.4 million, and as of the financial statement issuance date of August 13, 2026, the Company had approximately$119.6 million of unrestricted cash. The Company’s historical sources of liquidity have consisted primarily of equity financings and sale of common shares. The Company’s principal liquidity requirements are expected to consist of funding the development of the Company’s rare earth processing and metallization projects, operating losses, SG&A and general corporate costs, and maintenance of mineral properties.
Previous wording
On March 9, 2026, we completed an underwritten public offering of 2,702,702 shares of our common stock at a public offering price of $18.50 per share and the Underwriters purchased shares pursuant to the underwriting agreement at a price per Share of (i) $17.39 in connection with 2,349,037 Shares sold to investors sourced by the Underwriters and (ii) $18.2225 for 353,665 Shares sold to investors sourced by the Company. . We received gross proceeds of $50.0 million and net proceeds of approximately $46.8 million, after underwriting discounts and commissions of approximately $2.7 million and offering expenses. We granted the underwriters a 30-day option to purchase up to 396,963 additional shares on the same terms to cover over-allotments; the option expired unexercised on April 8, 2026.
Current wording
On March 9, 2026, we completed an underwritten public offering of 2,702,702 shares of our common stock at a public offering price of $18.50 per share and the Underwriters purchased shares pursuant to the underwriting agreement at a price per Share of (i) $17.39 in connection with 2,349,037 Shares sold to investors sourced by the Underwriters and (ii) $18.22 for 353,665 Shares sold to investors sourced by the Company. We received gross proceeds of $50.0 million and net proceeds of approximately $46.8 million, after underwriting discounts and commissions of approximately $2.7 million and offering expenses. We granted the underwriters a 30-day option to purchase up to 396,963 additional shares on the same terms to cover over-allotments; the option expired unexercised on April 8, 2026. We agreed to a 60-day lock-up on additional equity issuances, which expired on May 8, 2026.
Previous wording
The Company is actively evaluating a range of potential financing alternatives, including equity, equity‑linked and debt instruments, as well as strategic and government‑linked funding arrangements, to support its development pipeline and capital projects. While current cash resources are expected to be sufficient to fund baseline operating needs and obligations for at least the next twelve months, Management expects that additional capital will be required to execute the Company’s near‑term development and expansion plans on the desired timetable and scale. As part of its broader capital strategy, the Company may adjust the timing, scope or sequencing of certain discretionary or project‑related expenditures, including deferring or phasing elements of its development program, if necessary, based on the availability and cost of external funding. Accordingly, the Company anticipates pursuing one or more additional funding transactions, the timing, structure and amount of which will depend on market conditions, project prioritization and other factors, and there can be no assurance that such financing will be available on acceptable terms, or at all.
Current wording
The Company is actively evaluating a range of potential financing alternatives, including equity, equity‑linked and debt instruments, as well as strategic and government‑linked funding arrangements, to support and enhance its development pipeline and capital projects. As part of its broader capital strategy, the Company may adjust the timing, scope or sequencing of certain discretionary or project‑related expenditures, including deferring or phasing elements of its development program. Accordingly, the Company may pursue additional funding transactions, the timing, structure and amount of which will depend on market conditions, project prioritization and other factors, and there can be no assurance that such financing will be available on acceptable terms, or at all.
Previous wording
Cash used in operating activities of $10.6 million for Q1 2026 reflects approximately $4.5 million of cash general and administrative expenses, $2.4 million of SRC deposits, and $2.5 million of advertising and marketing costs. The $106.7 million net loss is reconciled to operating cash use principally by non-cash items recognized in connection with the Merger: $81.8 million of stock-based compensation, the $6.4 million EVTEC impairment, $9.2 million of accretion expense on the Series C Convertible Preferred Stock recognized on conversion, and $3.4 million of change in fair value of contingent consideration prior to their conversion to common stock.
Current wording
The ($143.5 million) net loss for the six months ending June 30, 2026, is reconciled to operating cash use principally by non-cash items recognized in connection with the Merger and on-going operations: $113.9 million of stock-based compensation related to awards made to Directors, Officers, and non-employee consultants, $6.4 million EVTEC impairment, $9.2 million of accretion expense on the Series C Convertible Preferred Stock recognized on conversion, and $3.4 million of change in fair value of contingent consideration prior to their conversion to common stock.
Previous wording
The Company’s future operating results are subject to a number of known trends and uncertainties. These include the need to obtain additional financing, the timing of development activities relating to mineral properties and operational infrastructure, dependence on successful execution of supply chain and expansion initiatives, and the increased costs and administrative burden associated with operating as a newly public company.
Current wording
The Company’s future operating results are subject to a number of known trends and uncertainties. These include, the timing and cost of development activities relating to mineral properties and operational infrastructure, dependence on successful execution of supply chain and expansion initiatives, and the increased costs and administrative burden associated with operating as a newly public company.
Previous wording
In addition, the Company’s future performance may be affected by the volatility of rare earth materials markets, the timing of customer demand in protected U.S. markets, regulatory and permitting developments, and the Company’s ability to attract and retain qualified personnel and advisors necessary to support its operations and reporting functions. Against this backdrop, capital availability is the Company's most immediate planning constraint.
Current wording
In addition, the Company’s future performance may be affected by the volatility of rare earth materials markets, the timing of customer demand in protected U.S. markets, regulatory and permitting developments, and the Company’s ability to attract and retain qualified personnel and advisors necessary to support its operations and reporting functions.
Previous wording
•Heavy rare earth prices (dysprosium, terbium) increased materially in early 2026. The Company does not currently hedge commodity price exposure.
Current wording
•Heavy rare earth prices (dysprosium, terbium) increased materially in early 2026. The Company does not currently hedge commodity price exposure. Pricing has also bifurcated between Chinese domestic and ex-China markets following China’s April 2025 export controls: ex-China prices for dysprosium and terbium oxide have traded at multiples of Chinese domestic benchmarks.
Previous wording
•As a newly public company, the Company is incurring significant additional costs for SEC compliance, investor relations, and internal controls development.
Current wording
•As a public company, the Company is incurring significant additional costs for SEC compliance, investor relations, and internal controls development.
Previous wording
In performing this assessment, management considered obligations probable of becoming due within the applicable assessment period and distinguished those obligations from larger strategic and development expenditures that are discretionary, non-binding, capable of being sequenced or expected to be financed separately. Management’s improved liquidity position reflects the successful execution of financing plans contemplated in prior periods, including the closing of the Company’s March 9, 2026, public offering, Based on the Company’s improved liquidity, management concluded that the conditions and events that raised substantial doubt in the prior period do not raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.
Current wording
In performing this assessment, management considered obligations probable of becoming due within the applicable assessment period and distinguished those obligations from larger strategic and development expenditures that are discretionary, non-binding, capable of being sequenced or expected to be financed separately. Management’s improved liquidity position reflects the successful execution of financing plans contemplated in prior periods, including the closing of the Company’s March 9, 2026, and June 26, 2026, equity offerings. Based on the Company’s improved liquidity, management concluded that the conditions and events that raised substantial doubt in certain prior periods do not raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
As a North American rare earth company spanning upstream resources at Hoidas Lake and with separation and metallization capacity under development, we believe we are well positioned to benefit from these trends, particularly as U.S. policy, procurement and customer qualification frameworks continue to favor domestic, traceable supply.
Current report — wording carried from elsewhere
Management expects to incur significant costs throughout fiscal 2026 related to public company governance, advancement of the Company’s Information Technology capabilities and other costs associated with our recent public listing.
Current report — wording carried from elsewhere
Other income (expense), net for the six months ended June 30, 2026 was net expense of ($19.1 million), compared with net expense of ($2.2 million) for the three months ended June 30, 2025. The components of the period-over-period change are summarized below (in thousands):