Announcement • Feb 25
REalloys Inc. completed the acquisition of Blackboxstocks Inc. (NasdaqCM:BLBX) from Gust Kepler and others in a reverse merger transaction.
REalloys Inc. entered into an agreement and plan of merger to acquire Blackboxstocks Inc. (NasdaqCM:BLBX) from Gust Kepler and others for an enterprise value of $400 million in a reverse merger transaction on March 10, 2025. Upon closing of the Merger, it is anticipated Blackbox’s and REalloys’ stockholders will own approximately 7.3% and 92.7%, respectively, of the combined company’s shares of common stock expected to be outstanding upon closing of the Merger, based on REalloys’ initial valuation of $400 million. Blackbox’s stockholders of record prior to closing will receive Contingent Value Rights (CVRs) entitling them to certain net proceeds from the potential sale of Blackbox’s current fintech operations within 24 months post-Merger. Post-closing, David Argyle is expected to assume the role of Chief Executive Officer of the combined company, while Gust Kepler will continue as Chief Executive Officer of Blackbox.io, Inc., REalloys will appoint five members and current management of Blackbox will appoint one member to the board of directors of the post-Merger combined company. REalloys has secured a $200 million Letter of Interest from the Export-Import Bank of the United States. Following the Closing, the combined company is expected to be renamed “REalloys Inc.,” and it is expected that the shares will continue to be listed on Nasdaq under the ticker "ALOY."
Closing of the Merger is subject to various customary closing conditions. Each party’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are conditioned upon (i) the effectiveness of the Registration Statement on Form S-4, (ii) expiration or termination of applicable regulatory waiting periods, (iii) no restraints from any governmental authority preventing the consummation of the contemplated transactions under the Merger Agreement, (iv) Blackboxstocks and REalloys obtaining their respective requisite stockholder votes to consummate the transactions contemplated by the Merger Agreement, (v) Nasdaq’s approval of the Nasdaq listing application for the post-Merger entity, (vi) execution of Lock-Up Agreements (as further described below), (vii) execution of a Stock Purchase Agreement by and between Gust Kepler and Lipi Sternheim whereby Gust Kepler shall agree to sell 1,634,999 shares of Blackboxstocks Series A Convertible Preferred Stock to Lipi Sternheim contingent upon and effective concurrently with Closing, and (viii) the filing of an amendment to Blackboxstocks’s charter with the Secretary of State of the State of Nevada, containing such amendments necessary to consummate the transactions contemplated by the Merger Agreement. Company’s and Merger Sub’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as REalloys having sufficient stockholder’s equity as necessary for the Blackboxstocks to meet Nasdaq listing requirements. REalloy’s obligations to effect the Merger and otherwise consummate the contemplated transactions thereunder are further conditioned upon customary closing conditions as well as (i) Blackboxstocks’s execution of the Option Agreement, (ii) the Blackboxstocks’s consummation of a Blackboxstocks Financing and issuance of $2,300,000 of Additional Debentures to the satisfaction of the REalloys (as further described below), (iii) the Blackboxstocks having Net Cash (as defined in the Merger Agreement) equal to or in excess of negative $2.69 million, and (iv) the Blackboxstocks filing the Certificate of Designations establishing a class of Blackboxstocks preferred stock to be designated Series C Convertible Preferred Stock. The Merger is expected to close in the second quarter of 2025 and is subject to customary closing conditions including but not limited to regulatory, lender and stockholder approval. The transaction has been approved the board of directors of Blackboxstocks and REalloys. As of July 2, 2025, the transaction is expected to be completed in late August of 2025. As of December 18, 2025, The Blackboxstocks Special Meeting will be held on January 9, 2026 at 10:00 a.m., Central Time. Bob Foresman will formally join the REalloys Board of Directors upon the closing of the merger between Blackboxstocks and REalloys and will serve on the Audit Committee of REalloys and will act as the committee’s qualified financial expert. As of January 30, 2026, majority of the shareholders of Blackboxstocks has approved the transaction. As of February 24, 2026, Blackboxstocks announced that the Nasdaq Capital Market approved the listing application in connection with merger transaction with REalloys. The merger and related transactions are expected to close on February 24, 2026, after the close of the market, subject to customary closing conditions.
Jeff McPhaul and Tanner Brennan of Winstead PC is serving as legal counsel to Blackbox. Rick A. Werner, Alla Digilova and Simin Sun of Haynes and Boone, LLP are serving as legal counsel to REalloys. Palladium Capital Group, LLC acted as the exclusive Financial Advisor in the transaction. Securities Transfer Corporation aced as Transfer agent to Blackboxstocks. The Depository Trust Company acted as a depository to Blackboxstocks.
REalloys Inc. completed the acquisition of Blackboxstocks Inc. (NasdaqCM:BLBX) from Gust Kepler and others in a reverse merger transaction on February 24, 2026.
