In a significant move within the financial landscape, Blackboxstocks Inc. (NASDAQ: BLBX) has entered into a merger agreement to acquire REalloys Inc., a Nevada corporation specializing in advanced materials. The agreement, initiated on March 10, 2025, marks a critical step in Blackboxstocks' strategic expansion plans and aims to leverage REalloys' innovative capabilities in the market.
The merger involves RABLBX Merger Sub, Inc., a wholly owned subsidiary of Blackboxstocks, which will merge with REalloys, allowing REalloys to continue as the surviving entity and a wholly owned subsidiary of Blackboxstocks. The newly combined company is expected to be renamed "REalloys Inc.", while the surviving corporation will be renamed "REalloys Solutions Inc."
Financially, the deal is poised to be transformative. REalloys stockholders will receive Blackboxstocks common stock according to an exchange ratio determined by the merger agreement. Specifically, each holder of REalloys common stock will exchange their shares for Blackboxstocks shares at a calculated rate, while holders of REalloys Series X Preferred Stock will receive Series C Convertible Preferred Stock of Blackboxstocks. Additionally, REalloys' outstanding warrants, valued at approximately $38 million, will also convert into shares of Blackboxstocks common stock.
Strategically, this merger is aimed at enhancing Blackboxstocks' market share and technological capabilities by integrating REalloys' advanced material solutions. The transaction is expected to create synergies that will benefit both companies and their stakeholders, offering enhanced product offerings and access to new markets.
The completion of the merger is anticipated to occur by early 2026, contingent upon the approval of Blackboxstocks stockholders during a special meeting, where they will vote on several proposals including the issuance of shares related to the merger and a potential reverse stock split to meet Nasdaq listing requirements. The expected reverse stock split aims to elevate the company's stock price to meet regulatory standards for continued listing.
This merger holds substantial implications for both companies' shareholders and the broader market. Current REalloys stockholders are projected to own approximately 92.7% of the fully diluted equity of the combined entity, while Blackboxstocks stockholders will retain about 7.3%. This shift in equity ownership underscores a strategic realignment as the companies seek to optimize their operational strengths.
In terms of regulatory considerations, the merger is expected to qualify as a "reorganization" under Section 368(a) of the Internal Revenue Code, which could provide certain tax benefits. However, both companies must navigate the necessary shareholder approvals, including a majority vote from both Blackboxstocks and REalloys stockholders, to finalize the transaction.
As the merger progresses, stakeholders and market observers will be closely monitoring the developments, particularly the upcoming special meeting for Blackboxstocks stockholders, which aims to secure the necessary approvals for this ambitious merger.