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Blackbox Reverse Recapitalization
6 Months Ended
Jun. 30, 2026
Reverse Recapitalization [Abstract]  
Blackbox Reverse Recapitalization Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc.
On February 24, 2026, the Company completed a reverse recapitalization with Blackboxstocks Inc. (“Blackbox”) pursuant to the Agreement and Plan of Merger, as amended. REalloys was the accounting acquirer, and the transaction was not treated as a business combination under ASC 805. Accordingly, Blackbox’s assets and liabilities were recorded at historical carrying values, no goodwill or intangible assets were recognized in connection with the transaction, and all share and per-share amounts have been retroactively adjusted to reflect the exchange ratio of 0.4129.The Company’s historical financial statements are a continuation of those of REalloys. The transaction is described in full in the Company’s Current Report on Form 8-K/A filed May 12, 2026, and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which includes the screen test analysis, the concentration of value assessment, the resulting ownership percentages and the retroactive restatement mechanics. Net assets acquired were $6.2 million, including $0.4 million of cash. See Note 8 - Stockholders’ Equity for the impact on equity, Note 9 - Stock-Based Compensation for stock-based compensation and Note 10 - Fair Value Measurements for the Special Warrant liability.

Investment in EVTEC Holdings Group Limited

The Company held an investment in EVTEC Holdings Group Limited investment ("EVTEC"), a private UK-based automotive components manufacturer, acquired through the February 24, 2026, reverse recapitalization with Blackbox.

The investment was recorded at its historical carrying value of $8.4 million on the closing date. On February 24, 2026, in accordance with ASC 820 and ASC 321, the fair value of the investment was determined to be approximately $2.0 million. An impairment of approximately $6.4 million was recognized at the merger date reflecting the failure of two contemplated public-market transaction pathways, persistent operational disruption resulting from a cyber-attack on EVTEC’s primary customer, reduced FY2026 revenue guidance, and concentrated customer exposure.

The investment was held by Blackbox.io, Inc. and was derecognized on May 5, 2026, as part of the assets removed from the consolidated balance sheet following the loss-of-control over a subsidiary event described below. The carrying value on the date of derecognition was $2.0 million. No additional impairment was recognized in the three months ended June 30, 2026, and the Company held no investment in EVTEC as of June 30, 2026. Investments were $0 on the condensed consolidated balance sheets at both June 30, 2026, and December 31, 2025.
Deconsolidation of Blackbox.io, Inc.

On May 5, 2026, Gust Kepler exercised his put right under the Option Agreement dated February 24, 2026. Pursuant to the Option Exercise Agreement, Mr. Kepler transferred 1,084,999 shares of the Company’s Series A Convertible Preferred Stock to the Company, and the Company transferred to Mr. Kepler 3,269,998 shares of Series A Preferred Stock of Blackbox.io, Inc. (“Blackbox.io”), representing all such shares held by the Company.

Each share of Blackbox.io Series A Preferred Stock carries 100 votes per share and votes with the common stock as a single class. Following the transfer, Mr. Kepler holds a majority of the voting power of Blackbox.io. The Company concluded that it no longer has the ability to elect or remove directors or otherwise direct the activities that most significantly affect Blackbox.io's economic performance and, accordingly, deconsolidated Blackbox.io effective May 5, 2026, in accordance with ASC 810-10-40. The Company retains a common stock interest in Blackbox.io representing a non-controlling minority voting interest.

Upon deconsolidation the Company derecognized the assets and liabilities of Blackbox.io, including cash of $0.07 million and the $2 million carrying value of the investment in EVTEC described above. Blackbox.io was in a net liability position and the aggregate carrying amount of the net liabilities derecognized was $0.05 million.

The consideration received consisted of 1,084,999 shares of the Company’s own Series A Convertible Preferred Stock, which were reacquired and cancelled. The fair value of those shares on May 5, 2026, to be nominal, reflecting the conversion cap and leak-out provisions in Section 4 of the Option Agreement and the $1.00 aggregate consideration at which 1,634,999 shares of the same class changed hands between unrelated third parties on the same date. The Company retained 3,226,145 shares of Blackbox.io common stock representing a non-controlling minority voting interest. No value was ascribed to the retained interest, reflecting Blackbox.io’s net liability position.

The counterparty to the Option Exercise, now former, was an officer and director of Blackbox when the Option Agreement was entered, and an officer and director of Blackbox.io while it was under the Company's control, through the Option Exercise date. The exchange was accounted for as a related party transaction and therefore, no gain or loss was recognized in the condensed consolidated statements of operations, and the $0.05 million net effect was recorded as an increase to additional paid-in capital. See Note 8 - Stockholders’ Equity.

The retained common stock interest in Blackbox.io is accounted for under the measurement alternative of ASC 321 for equity securities without a readily determinable fair value, at cost less impairment, adjusted for observable price changes. Its carrying value was nil at June 30, 2026, and it is not separately presented on the condensed consolidated balance sheet.

The results of operations of Blackbox.io are included in the Company’s condensed consolidated statements of operations from February 25, 2026, through to the point of deconsolidation, May 5, 2026. Blackbox.io was not material to the Company’s consolidated results of operations, financial position or cash flows for any period presented.

The Company’s continuing involvement with Blackbox.io following deconsolidation consists of the retained common stock interest described above and the Contingent Value Rights Agreement entered into at the closing of the Merger, which is described in Note 11 – Commitments and Contingencies.