Each one in plain English, with the numbers worked through for a shareholder.
14 Apr 2025business combination● NeutralMajor
Blackboxstocks filed an S-4 registering shares for its merger with REalloys, under which REalloys holders would own about 92.7% of the combined company and Blackbox holders 7.3%. The exchange ratio was left blank, $38.0 million of acquisition warrants and $2.82 million of SAFEs convert at the closing share price, and Kepler agreed to sell Leonard Sternheim 1,634,999 Series A preferred shares.
Blackboxstocks signed a merger agreement to acquire REalloys Inc. through a reverse merger on 10 March 2025, shortly after the Evtec deal ended. Existing Blackbox holders were expected to keep about 7.3% of the combined company and REalloys holders about 92.7%.
REALLOYS INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Blackboxstocks amended the Five Narrow Lane debenture financing upward, increasing the available principal to $550,000 (initial) and $2.3 million (additional).
With the Evtec merger having fallen through, Blackboxstocks turned to secured convertible debenture financing, agreeing to sell Five Narrow Lane LP $250,000 of initial debentures plus up to $2 million more -- bridge-style financing while it searched for its next path forward.
17 Jan 2025material agreement termination▼ BadMajor
Blackboxstocks and Evtec Aluminium mutually terminated their merger agreement after more than a year of delays, ending the reverse-merger plan and sending Blackboxstocks looking for a new strategic transaction.
REALLOYS INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
REALLOYS INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
REALLOYS INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
Amendment No. 1, carrying a 3 July 2024 first amendment to the exchange agreement: the ratio fell from 301.8 to 294.14 shares per Evtec share, lifting Blackboxstocks holders from 26.8% to 29.4% of the combined group, and the deadline to complete moved from 30 June to 31 July 2024. It also disclosed for the first time that Kepler's preferred stock would carry 96.6% of the combined company's votes against 2.5% for Evtec's shareholders, and added a warning that the contingent value right runs only 24 months with no guarantee of any payout or that Blackbox.io will ever be publicly traded.
3 July 2024capital raising announcement● NeutralMajor
Blackboxstocks raised $1.25 million selling stock to CEO Gust Kepler and Quadrofoglio Holdings, then turned around and loaned $1.15 million of it to Evtec Aluminium at 12% interest -- the UK EV-parts maker it was then pursuing as a reverse-merger partner, a deal it would later abandon.