Form 8-K/A REALLOYS INC. For: Feb 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) amends and supplements Item 9.01 of the Original Form 8-K to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K. Such financial information was excluded from the Original Form 8-K in reliance on the instructions to such items. This Form 8-K/A does not amend any other item of the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Private REalloys as of December 31, 2025, and 2024 and for the years ended December 31, 2025, and 2024, are filed herewith as Exhibit 99.1 and incorporated by reference into this Item 9.01(a). The consents of Grassi & Co., CPAs, P.C., Private REalloys’ independent registered public accounting firm as of and for the year ended December 31, 2025, Stephano Slack LLC, Private REalloys’ independent registered accounting firm as of and for the year ended December 31, 2024, filed herewith as Exhibit 23.1 and Exhibit 23.2, respectively.
(b) Pro Forma Financial Information.
The Company’s unaudited pro forma condensed combined balance sheet as of December 31, 2025, and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, each with related notes thereto, are filed herewith as Exhibit 99.2 and incorporated by reference into this Item 9.01(b).
(d) Exhibits Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Form 8-K/A.
| Exhibit | Description | |
| 23.1 | Consent of Grassi and Co., CPAs, P.C. | |
| 23.2 | Consent of Stephano Slack LLC | |
| 99.1 | Audited Financial Statements of REalloys Inc. as of December 31, 2025, and 2024, and for the years then ended | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of REalloys Inc. as of and for the year ended December 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 11, 2026 | REalloys Inc. | |
| By: | /s/ Leonard Sternheim | |
| Leonard Sternheim | ||
| Chief Executive Officer | ||
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ATTACHMENTS / EXHIBITS