Blackboxstocks Inc美股招股说明书(2026-01-16版)

To the Stockholders of Blackboxstocks Inc. and REalloys Inc.: On March 10, 2025, Blackboxstocks Inc., a Nevada corporation (“Blackboxstocks”), RABLBX Merger Sub, Inc., a Nevada corporation and a whollyowned subsidiary of Blackboxstocks (“Merger Sub”), and REalloys Inc. (“REalloys”), a Nevada corporation, entered into an Agreement and Plan ofMerger, which was subsequently amended by the First Amendment to Agreement and Plan of Merger, dated July 1, 2025, the Second Amendment toAgreement and Plan of Merger, dated August 22, 2025, and the Third Amendment to Agreement and Plan of Merger, dated December 10, 2025 (as maybe further amended, restated, amended and restated, and modified from time to time, the “Merger Agreement”), which provides for, among otherthings, the merger of the Merger Sub with and into REalloys, with REalloys continuing as the surviving corporation (the “surviving corporation”) and awholly owned subsidiary of Blackboxstocks (following the consummation of the Merger (as defined below) and the name change described below, the“Combined Company”), on the terms and conditions set forth in the Merger Agreement (the “Merger”). In connection with the consummation of theMerger, the Combined Company is expected to be renamed “REalloys Inc.” and the surviving corporation is expected to be named to “REalloysSolutions Inc.” The boards of directors of each of Blackboxstocks and REalloys have approved the Merger Agreement and the transactionscontemplated by the Merger Agreement, including the Merger. If the Merger is completed: (i)each holder of outstanding shares of REalloys common stock (referred to herein as the “REalloys stockholders”) outstanding immediatelyprior to the effective time of the Merger (the “Effective Time”) will be entitled to receive the number of shares of Blackboxstocks commonstock equal to the number of shares of REalloys common stock they hold multiplied by the exchange ratio, as calculated in accordance withthe Merger Agreement (the “Exchange Ratio”);(ii) each holder of Series X Preferred Stock of REalloys (“Series X Holders”), par value $0.0001 per share, stated value $1,000 per share (the“REalloys Preferred Stock”) outstanding immediately prior to the Effective Time, will be entitled to receive the number of shares of Series CConvertible Preferred Stock of Blackboxstocks, par value $0.001 per share, stated value $3,000 per share (the “Series C Preferred Stock”),equal to the number of shares of REalloys Preferred Stock at a ratio of one share of REalloys Preferred Stock to one share of Series CPreferred Stock, in each case, prior to giving effect to the proposed reverse stock split discussed below and herein;(iii) each holder of REalloys warrants (the “Acquisition Warrants”), worth $38,000,000 in the aggregate, outstanding and unexercised as ofimmediately prior to the Effective Time will be entitled to receive a number of shares of Blackboxstocks common stock equal to the cashamount set forth in such Acquisition Warrant divided by the per share stock price of Blackboxstocks on Nasdaq at the Effective Time; and(iv) each investor in REalloys Simple Agreement for Future Equity (“REalloys SAFEs”), worth $3,015,000 in the aggregate, outstanding as ofimmediately prior to the Effective Time will be entitled to receive a number of shares of Blackboxstocks common stock equal to the PurchaseAmount (as set forth in such REalloys SAFE) divided by the per share stock price of Blackboxstocks on Nasdaq at the Effective Time (clauses(i) through (iv), collectively, the “Merger Consideration”), or (i) an aggregate of approximately 46,312,574 shares of Blackboxstocks common stock to the holders of REalloys common stock at closing, (ii) anaggregate of approximately 5,000 shares of Series C Preferred Stock at closing (which is subject to adjustment in the event the parties raise capital inexcess of certain thresholds), (iii) warrants to purchase up to an aggregate of approximately 4,486,423 shares of Blackboxstocks common stock, basedon an assumed exercise price of $8.47 per share, the closing price of the Blackboxstocks common stock on Nasdaq on December 26, 2025, and (iv) anaggregate of approximately 355,962 shares of Blackboxstocks common stock as related to the REalloys SAFEs, based on an assumed price of $8.47 pershare, the closing price of the Blackboxstocks common stock on Nasdaq on December 26, 2025. Additionally, at the Effective Time, each warrant (the “REalloys Warrants”) issued pursuant to that certain securities purchase agreement, dated as ofMarch 6, 2025, by and between REalloys and the investor named therein, that is outstanding and unexercised immediately prior to the Effective Time,will be converted into and become a warrant to purchase Blackboxstocks common stock), and Blackboxstocks shall assume the terms of the REalloysWarrants pursuant to the terms of the Merger Agreement and as further described herein. Furthermore, each holder of Blackboxstocks common stock of record as o