BLBX / Blackboxstocks Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 4, 2025 BLACKBOXSTOCKS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 4, 2025 BLACKBOXSTOCKS INC.

Palladium Capital Group, LLC Carnegie Hall Tower 152 West 57th Street, Floor 22 New York, NY 10019 Tel (646) 485-7297 Fax (917) 540-2302

Exhibit 10.40 Palladium Capital Group, LLC Carnegie Hall Tower 152 West 57th Street, Floor 22 New York, NY 10019 Tel (646) 485-7297 Fax (917) 540-2302 [email protected] November 28, 2024 Leonard Sternheim CEO and Director Eagle Ridge Resources Inc. 7280 W Palmetto park Rd Boca Raton FL 33433 212-470-7057 Re: Placement Agent & Merger Advisory Agreement Dear Mr. Argyle: This letter agreement (

ACKNOLWEDGEMENT AND AGREEMENT

Exhibit 10.46 ACKNOLWEDGEMENT AND AGREEMENT This agreement and acknowledgement (this “Agreement”), dated as of July 24, 2025, is by and between REalloys Inc. (the “Company”) and Five Narrow Lane LP (“FNL”). The Company and FNL are collectively referred to herein as the “Parties.” WHEREAS, on March 5, 2025, the Parties entered into that certain securities purchase agreement (the “Purchase Agreement

AMENDMENT TO CONSULTING AND CONFIDENTIALITY AGREEMENT

Exhibit 10.45 AMENDMENT TO CONSULTING AND CONFIDENTIALITY AGREEMENT THIS AMENDING AGREEMENT made as of the 27th day of July, 2025. BETWEEN: REALLOYS INC., a body corporate duly incorporated under the laws of Nevada, and having offices located at 7280 W Palmetto Park Rd, Suite 302N, Boca Raton, Florida, 33433 (hereinafter called the “Company”) AND: OF THE FIRST PART ARLINGTON INNOVATION PARTNERS LL

AMENDMENT TO OPTION AGREEMENT THIS AMENDING AGREEMENT made as of the 10th day of March, 2025.

Exhibit 10.41 AMENDMENT TO OPTION AGREEMENT THIS AMENDING AGREEMENT made as of the 10th day of March, 2025. B E T W E E N: REALLOYS INC., a Nevada Corporation, with an office at 7280 W Palmetto Park Rd, Boca Raton, FL, 33433 (the “Company”) - and - PALLADIUM CAPITAL GROUP, LLC, a Delaware limited liability company, with an office at Carnegie Hall Tower, 152 West 57th Street, Floor 24, New York, NY

AMENDMENT TO SHARE EXCHANGE AGREEMENT

Exhibit 10.44 AMENDMENT TO SHARE EXCHANGE AGREEMENT THIS AMENDING AGREEMENT made as of the 22nd day of June, 2025. B E T W E E N: REALLOYS INC., with an office at 7280 W Palmetto Park Rd, Boca Raton, FL, 33433 (the “Company”) - and - PMT CRITICAL METALS INC., with an address of 24112 Rockwell Drive, Euclid, Ohio, 44117 (“PMTCM”) - and - POWDERMET, INC., with a notice address of 24112 Rockwell Driv

Consent to be Named as a Director

Exhibit 99.4 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (as amended, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statemen

STOCK PURCHASE AGREEMENT

Exhibit 10.43 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made and entered into as of [ ] (“Effective Date”), between REalloys Inc., a State of Nevada corporation (the “Company”) and the purchaser identified on the signature pages hereto (the “Purchaser”). The Company and the Purchaser are collectively referred to herein as the “Parties.” WITNESSETH WHEREAS, the Purchas

STOCK PURCHASE AGREEMENT

Exhibit 10.42 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made and entered into as of [ ] (“Effective Date”), between REalloys Inc., a State of Nevada corporation (the “Company”) and the purchaser identified on the signature pages hereto (the “Purchaser”). The Company and the Purchaser are collectively referred to herein as the “Parties.” WITNESSETH WHEREAS, the Purchas

As filed with the Securities and Exchange Commission on August 22, 2025

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.

Consent to be Named as a Director

Exhibit 99.5 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (as amended, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statemen

601 – 90 Eglinton Ave East, Toronto, Ontario, Canada M4P 2Y3 +1 416 362 5135 | www.micon-international.com

Exhibit 96.1 Effective Date: October 30, 2024 Report Date: December 6, 2024 Prepared by: William J. Lewis, P.Geo. Richard Gowans, P.Eng. Ing. Alan J. San Martin, P.Eng., MAusIMM (CP) REalloys INC. 7280 W Palmetto Park Road, Suite 302N Boca Raton, Florida, 33433 Strategic Metals Development Corp. Suite 1150, 707-7 Avenue SW Calgary, Alberta, T2P 3H6 601 – 90 Eglinton Ave East, Toronto, Ontario, Can

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated and effective as of August 22, 2025 (the “Effective Date”), amends that certain Agreement and Plan of Merger dated March 10, 2024 (as amended to date, the “Merger Agreement”), by and among Blackboxstocks Inc., a Nevada corporation (“Parent”), RABLBX Merger Sub

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2025 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2025 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

Form of Proxy Card for the Special Meeting of Blackboxstocks Inc.

Exhibit 99.1 Control Number: Number of Shares: Registered Shareholder: BLACKBOXSTOCKS, INC 5430 LBJ FWY, SUITE 1485 DALLAS, TX 75240 PROXY Solicited on Behalf of the Board of Directors for the Special Meeting of Shareholders on [INSERT DATE] at [INSERT TIME]., Eastern Time The undersigned hereby appoints [INSERT NAME] as proxy with full power of substitution, to represent and to vote as set forth

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 BLACKBOXSTOCKS INC.

At-The-Market Issuance Sales Agreement, dated as of July 1, 2025, between Blackboxstocks Inc. and Alexander Capital, L.P.

Exhibit 1.1 BLACKBOXSTOCKS INC. Up to $5,795,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT July 1, 2025 Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, New Jersey 07701 Ladies and Gentlemen: Blackboxstocks Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Alexander Capital, L.P., as selling agent (the “Agent”), shares of common stock,

Form of Indemnification Agreement (Combined Company).

Exhibit 10.34 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of , 2025, is entered into by and between REalloys Inc., a Nevada corporation (the “Company”), and (the “Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available and that the Company therefore should seek to assure such

Form of Indemnification Agreement (Surviving).

Exhibit 10.39 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of , 2025, is entered into by and between Realloys Solutions Inc., a Nevada corporation (the “Company”), and (the “Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available and that the Company therefore should seek to as

As filed with the Securities and Exchange Commission on July 1, 2025

As filed with the Securities and Exchange Commission on July 1, 2025 Registration No.

S-K 1300 Technical Report Summary for Hoidas Lake Rare Earth Element Project

Exhibit 96.1 Effective Date: October 30, 2024 Report Date: December 6, 2024 Prepared by: William J. Lewis, P.Geo. Richard Gowans, P.Eng. Ing. Alan J. San Martin, P.Eng., MAusIMM (CP) REalloys INC. 7280 W Palmetto Park Road, Suite 302N Boca Raton, Florida, 33433 Strategic Metals Development Corp. Suite 1150, 707-7 Avenue SW Calgary, Alberta, T2P 3H6 601 – 90 Eglinton Ave East, Toronto, Ontario, Can

Up to $5,795,000 of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-284626 PROSPECTUS SUPPLEMENT (to the Prospectus dated February 10, 2025) Up to $5,795,000 of Common Stock On July 1, 2025, Blackboxstocks Inc. entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. as selling agent (“Alexander Capital” or the “Sales Agent”), relating to shares

First Amendment to Agreement and Plan of Merger, dated July 1, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub, Inc., and REalloys Inc.

Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated and effective as of July 1, 2025 (the “Effective Date”), amends that certain Agreement and Plan of Merger dated March 10, 2024 (as amended to date, the “Merger Agreement”), by and among Blackboxstocks Inc., a Nevada corporation (“Parent”), RABLBX Merger Sub Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 BLACKBOXSTOCKS INC.

Sublease Agreement dated February 18, 2025 by and between Powdermet, Inc. and PMC Critical Metals, Inc.

Exhibit 10.35 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into effective as of the 18th day of February 2025, by and between POWDERMET, INC., a Delaware corporation (“Sublandlord”) and PMT CRITICAL METALS, INC., an Ohio corporation (“Subtenant”). R E C I T A L S: A. Sublandlord, as tenant, and Sherman Properties, LLC, an Ohio limited liability company (“Master

Form of Share Purchase Agreement between REalloys Inc. and Strategic Metals, and the sharerholders party thereto, dated as of May 29, 2024.

Exhibit 10.28 SHARE PURCHASE AGREEMENT THIS AGREEMENT made as of May 29 , 2024. BETWEEN: EAGLE RIDGE RESOURCES, INC., a corporation duly incorporated under the laws of the State of Nevada, with its head office located at (the “Purchaser”) -and- STRATEGIC METALS DEVELOPMENT CORP., a corporation duly incorporated under the laws of the Province of Alberta, with its head office located at Suite 1150,

Consulting and Confidentiality Agreement, dated December 4, 2024, by and between Company and Arlington Innovation Partners LLC.

Exhibit 10.29 CONSULTING AND CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made as of the 4th day of December, 2024. BETWEEN: REALLOYS INC., a body corporate duly incorporated under the laws of Nevada, and having offices located at 7280 W Palmetto Park Rd, Suite 302N, Boca Raton, Florida, 33433 (hereinafter called the “Company”) AND: OF THE FIRST PART ARLINGTON INNOVATION PARTNERS LLC, through David

Form of Warrant to Purchase Common Stock of REalloys issued on March 10, 2025.

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

As filed with the Securities and Exchange Commission on June 2, 2025

As filed with the Securities and Exchange Commission on June 2, 2025 Registration No.

Form of Share Exchange Agreement between REalloys Inc. and PMT Critical Metals Inc., dated as of March 31, 2025.

Exhibit 10.27 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is entered into and made effective March 31, 2025 (the “Effective Date”) by and among REalloys Inc., a Nevada corporation, with an address of 7280 W Palmetto Park Rd, Suite 302N, Boca Raton, Florida, 33433 (“REA”), PMT Critical Metals Inc., an Ohio corporation, with an address of 24112 Rockwell Drive, Euclid, O

Certificate of Designation of Series X Preferred Stock of REalloys Inc.

Exhibit 3.11 CERTIFICATE OF DESIGNATIONS OF SERIES X PREFERRED STOCK OF REalloys INC. I, David Argyle, hereby certify that I am the Chief Executive Officer of REalloys Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board of Directors of the Company (

Articles of Incorporation of REalloys Inc. (formerly Eagle Ridge Resources, Inc.)

Exhibit 3.8 Business Entity - Filing Acknowledgement 05/20/2024 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2024052001757 - 3695064 20244071465 Initial List 05/20/2024 15:23:41 PM 2 Indexed Entity Information: Entity ID: E40714642024 - 9 Entity Status: Active Entity Name: Eagle Ridge Resources Inc. Expiration Date: None Commercial Registered Agent VCORP S

Form of REalloys Acquisition Warrant.

Exhibit 4.3 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 5, 2024 AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U

Consulting and Confidentiality Agreement, dated December 4, 2024, by and between Company and Wonnacott Consulting Professional Corporation.

Exhibit 10.31 CONSULTING AND CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made as of the 4th day of December, 2024. BETWEEN: REALLOYS INC., a body corporate duly incorporated under the laws of Nevada, and having offices located at 7280 W Palmetto Park Rd, Suite 302N, Boca Raton, Florida, 33433 (hereinafter called the “Company”) AND: OF THE FIRST PART WONNACOTT CONSULTING PROFESSIONAL CORPORATION, t

Form of REalloys SAFE Agreement.

Exhibit 10.32 SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE) This SAFE is entered into as of , by and between Eagle Ridge Resources, Inc., a Nevada corporation (the "Company"), and (the "Investor"). 1. Investment Amount: The Investor agrees to invest $ (the "Purchase Amount") in the Company under the terms of this SAFE. 2. Conversion: This SAFE will convert into common stock of the Company at the valua

Consulting and Confidentiality Agreement, dated December 4, 2024, by and between Company and QLM Nevada LLC.

Exhibit 10.30 CONSULTING AND CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made as of the 4th day of December, 2024. BETWEEN: REALLOYS INC., a body corporate duly incorporated under the laws of Nevada, and having offices located at 7280 W Palmetto Park Rd, Suite 302N, Boca Raton, Florida, 33433 (hereinafter called the “Company”) AND: OF THE FIRST PART QLM NEVADA LLC, through Leonard Sternheim, an in

Amendment to Articles of Incorporation of REalloys Inc. (formerly Eagle Ridge Resources, Inc.)

Exhibit 3.9 Business Entity - Filing Acknowledgement 12/05/2024 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2024120402009 - 4098765 20244512694 Amendment After Issuance of Stock 12/4/2024 3:12:00 PM 2 Indexed Entity Information: Entity ID: E40714642024 - 9 Entity Status: Active Entity Name: REalloys Inc. Expiration Date: None Commercial Registered Agent V

S-K 1300 Technical Report Summary for Hoidas Lake Rare Earth Element Project

Exhibit 96.1 REalloys Inc. 1.0 Executive summary 1.1 Introduction REalloys Inc. (REalloys) has retained Micon International Limited (Micon) to independently review and verify the previous mineral resource estimate (MRE) for the Hoidas Lake Rare Earth Element (REE) Project (Hoidas Lake Project) located in the Province of Saskatchewan, Canada, and to compile an American SK 1300 Technical Report disc

First Amendment to Office Lease dated June 12, 2015 between Teachers Insurance and Annuity Association of America and G2 International, Inc.

Exhibit 10.37

Office Lease dated March 26, 2015 between Teachers Insurance and Annuity Association of America and G2 International, Inc.

Exhibit 10.36 OFFICE LEASE by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, for the benefit of the Real Estate Account ("Landlord") and G2 INTERNATIONAL , a Texas corporation ("Tenant") Dated as of MHDocs 59221873 8614.1 - =3 ' - - ,2015 OFFICE LEASE THIS OFFICE LEASE (th i s "Lease") is made between Teachers Insurance and Annuity Association of America

REalloys’ Promissory Note, dated as of June 3, 2024, to Isaac Sternheim.

Exhibit 10.33 PROMISSORY NOTE $2,044,150.00 June 3, 2024 FOR VALUE RECEIVED, the undersigned, Eagle Ridge Resources Inc., a Nevada corporation (the “Company”), promises to pay to ISAAC STERNHEIM (the “Payee”), the principal sum of Two Million Forty Four Thousand One Hundred and Fifty and 00/100 ($2,044,150.00) Dollars (the “Principal Amount”) upon the earlier of: (i) January 31, 2026; and (ii) wit

Form of Securities Purchase Agreement between REalloys Inc. and investors party thereto, dated as of March 6, 2025.

Exhibit 10.20 Securities Purchase Agreement This Securities Purchase Agreement (the “Agreement”), dated as of March 5, 2025, is by and among REalloys Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and delivering this A

Bylaws of REalloys Inc.

Exhibit 3.10 BYLAWS OF REALLOYS INC., a Nevada corporation February 20, 2025 ARTICLE I OFFICES Section 1.1. Registered Agent and Office. The registered agent of REalloys Inc., a Nevada corporation (the “Corporation”) shall be as set forth in the Corporation’s articles of incorporation, as amended or restated (the “Articles of Incorporation”) and the registered office of the Corporation shall be th

Corporate Presentation of REalloys Inc. dated May 2025

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2025 BLACKBOXSTOCKS INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2025 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

May 1, 2025

May 1, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Filing Fee Table*

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Blackboxstocks Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Register

Senior Convertible Debenture Due the Earlier of the Trigger Date and January 17, 2026*

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

As filed with the Securities and Exchange Commission on April 30, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 30, 2025 No.

As filed with the Securities and Exchange Commission on April 15, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 15, 2025 No.

Filing Fee Table*

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Blackboxstocks Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Register

List of Subsidiaries of Blackboxstocks Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF BLACKBOXSTOCKS INC. Blackbox.io Inc. (Delaware) RABLBX Merger Sub Inc. (Nevada)

Consent of Leonard Sternheim to be named as director

Exhibit 99.2 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any an

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Blackboxstocks Inc.

Consent of Patrick White to be named as director

Exhibit 99.5 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any an

As filed with the Securities and Exchange Commission on April 11, 2025

As filed with the Securities and Exchange Commission on April 11, 2025 Registration No.

Consent of Charlie Benton to be named as director

Exhibit 99.4 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any an

Consent of David Argyle to be named as director

Exhibit 99.3 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any an

Consent of Dovid Glenn to be named as director

Exhibit 99.7 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any an

Consent of Joe Sawyer to be named as director

Exhibit 99.6 Consent to be Named as a Director Blackboxstocks Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any an

List of Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of the Registrant Blackbox.io Inc. (Delaware) RABLBX Merger Sub Inc. (Nevada)

Insider Trading Policy.

Exhibit 19.1 Blackboxstocks, Inc. Insider Trading Policy This Insider Trading Policy describes the standards of Blackboxstocks, Inc. and its subsidiaries (the "Company") on trading, and causing the trading of, the Company's securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part prohi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051

Code of Business Conduct

Exhibit 14.1 BLACKBOXSTOCKS, INC. CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction. 1.1 The Board of Directors of Blackboxstocks, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, f

Agreement and Plan of Merger dated March 10, 2025, by and among Blackboxstocks Inc., RABLBX Merger Sub Inc. and REalloys Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2025).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: BLACKBOXSTOCKS INC.; RABLBX MERGER SUB INC.; and REALLOYS INC. Dated as of March 10, 2025 Table of Contents Section 1. Definitions and Interpretative Provisions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 15 Section 2. Description of Transaction 16 2.1 The Merger 16 2.2 Effects of the Merger 16 2.3 Closing; Effective Time

Form of REalloys Stockholder Support Agreement dated March 10, 2025, by and among Blackboxstocks Inc., REalloys Inc., and the Stockholders party thereto (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2025).

Exhibit 10.2 FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of March 10, 2025, by and among REalloys Inc., a Nevada corporation (the “Company”), Blackboxstocks, Inc., a Nevada corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of Company. Capitalized terms used herein but not other

Registration Rights Agreement dated March 10, 2025, between Blackboxstocks Inc. and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2025).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2025, between Blackboxstocks Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agre

Subsidiary Guarantee dated March 10, 2025, by and among the Guarantors signatory thereto and Purchasers named therein (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2025).

Exhibit 10.6 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 10, 2025 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of th

Blackboxstocks Inc. Signs Definitive Merger Agreement to Acquire Rare Earth Producer REalloys Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Blackboxstocks Inc. Signs Definitive Merger Agreement to Acquire Rare Earth Producer REalloys Inc. Blackbox Stockholders to Retain Approximately 7.3% of the Combined Company’s Common Shares Post Merger based on REalloys’ Initial Valuation of $400 million REalloys is Poised to be a Fully Integrated Mine-to-Magnet Producer for North America REalloys’ America First

Amended and Restated Senior Secured Convertible Debenture due the Earlier of the Trigger Date and January 17, 2026 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2025).

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Company Stockholder Support Agreement dated March 10, 2025, by and among Blackboxstocks Inc., REalloys Inc. and Gust Kepler (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2025).

Exhibit 10.1 PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of March 10, 2025, by and among REalloys Inc., a Nevada corporation (the “Company”), Blackboxstocks, Inc., a Nevada corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of Parent. Capitalized terms used herein but not otherwise defin

Security Agreement dated March 10, 2025, by and among Blackboxstocks Inc., Blackbox.io Inc. and Five Narrow Lane LP (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2025).

Exhibit 10.5 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 10, 2025 (this “Agreement”), is among Blackboxstocks Inc., a Nevada corporation (the “Company”), the Subsidiaries of the Company party hereto (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Five Narrow Lane LP company, as the collateral agent (the “Agent”). W I T N E S S E T H: WHEREA

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 BLACKBOXSTOCKS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

February 6, 2025

February 6, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Amended and Restated Debenture Due the Earlier of the Trigger Date and March 14, 2025 dated January 27, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2025).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Amendment to Securities Purchase Agreement dated as of January 27, 2025, by and among Blackboxstocks Inc. and Five Narrow Lane LP (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2025).

Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is dated as of January 27, 2025, by and among Blackboxstocks Inc., a Nevada corporation (the “Company”), Five Narrow Lane LP (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”), and Five Narrow Lane LP, as collateral agent for the Pur

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2025 BLACKBOXSTOCKS INC.

As filed with the Securities and Exchange Commission on January 31, 2025

Table of Contents As filed with the Securities and Exchange Commission on January 31, 2025 No.

Filing Fee Table*

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Blackboxstocks Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered S

Blackboxstocks, Inc. Appoints Grant Evans to the Company’s Board of Directors

Exhibit 99.1 Blackboxstocks, Inc. Appoints Grant Evans to the Company’s Board of Directors January 27, 2025 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders, announced today that on January 21, 2025 the Company appointed Grant Evans as a Director to rep

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2025 BLACKBOXSTOCKS INC.

BLACKBOXSTOCKS INC. 5420 LBJ Freeway, Suite 1485 Dallas, Texas 75240 (972) 726-9203

BLACKBOXSTOCKS INC. 5420 LBJ Freeway, Suite 1485 Dallas, Texas 75240 (972) 726-9203 January 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Blackboxstocks Inc. Application for Withdrawal of Registration Statement on Form S-4 File No. 333-279351 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 17, 2025 BLACKBOXSTOCKS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 17, 2025 BLACKBOXSTOCKS INC.

7.00% Senior Debenture dated January 17, 2025, issued by Blackboxstocks Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2025).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

Blackboxstocks, Inc. Secures Financing of up to $2,000,000 in Anticipation of Potential Merger Blackbox is actively pursuing other strategic merger options to enhance stockholder value Debentures are convertible into common stock at 175% of the prior

Exhibit 99.1 Blackboxstocks, Inc. Secures Financing of up to $2,000,000 in Anticipation of Potential Merger Blackbox is actively pursuing other strategic merger options to enhance stockholder value Debentures are convertible into common stock at 175% of the prior days’ closing price with a $5.00 floor. January 22, 2025 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financia

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2025).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2025, between Blackboxstocks Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement

Securities Purchase Agreement dated as of January 17, 2025, between Blackboxstocks Inc. and Five Narrow Lane LP (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2025, between Blackboxstocks Inc., a Nevada corporation (the “Company”), Five Narrow Lane LP (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”), and Five Narrow Lane LP, as collateral agent for the Purchasers (“Agent”). WHEREAS, subj

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 BLACKBOXSTOCKS INC.

Blackboxstocks, Inc. and Evtec Aluminium Limited Mutually Agree to Terminate Share Exchange Agreement Blackbox is actively pursuing other strategic merger options to enhance stockholder value

Exhibit 99.1 Blackboxstocks, Inc. and Evtec Aluminium Limited Mutually Agree to Terminate Share Exchange Agreement Blackbox is actively pursuing other strategic merger options to enhance stockholder value January 17, 2025 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock an

Termination Agreement dated as of January 13, 2025, by and among Blackboxstocks Inc. and Evtec Aluminium Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on January 17, 2025).

Exhibit 10.1 January 13, 2025 EVTEC Aluminium Limited Attention: David Roberts, CEO Re: Termination of Share Exchange Agreement Dear David: Reference is made to that certain Share Exchange Agreement, dated December 12, 2023, as amended on July 1, 2024 (the “Exchange Agreement”), among Blackboxstocks, Inc. (“Blackbox”), EVTEC Aluminium Limited (“Evtec”) and the Seller Parties thereto. Capitalized t

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 7, 2025 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2024 BLACKBOXSTOCKS INC.

Letter from Turner, Stone & Company, L.L.P. dated December 23, 2024

Exhibit 16.1

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

BLBX / Blackboxstocks Inc. / Quadrifoglio Holdings LLC - SCHEDULE 13D Activist Investment

SC 13D 1 sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BLACKBOXSTOCKS INC. (Name of Issuer) Common Stock (Title of Class of Securities) 09229E 303 (CUSIP Number) Quadrifoglio Holdings LLC 2300 E Las Olas Blvd, Floor 4 Ft. Lauderdale, FL 33301 Copy to: Richard Raymer Dorsey & Whitney LLP 66 Welli

STOCK PURCHASE AGREEMENT

EX-10.1 2 spa.htm STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of June 28, 2024 (the “Effective Date”), is made by and between Blackboxstocks Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchaser

JOINT FILING AGREEMENT

EX-99.1 3 jointfilingagmt.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

-12-31Q22024 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 15, 2024

October 15, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 7, 2024 BLACKBOXSTOCKS INC.

August 15, 2024

2728 N. Harwood Street Suite 500 Dallas, TX 75201 214.745.5400 OFFICE 214.745.5390 FAX winstead.com August 15, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Blackboxstocks Inc. Form 10-K for the fiscal year ended December 31, 2023 File No. 001-41051 Ladies and Gentlemen: On behalf of Blackboxstocks Inc. (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

As filed with the Securities and Exchange Commission on July 16, 2024.

Table of Contents As filed with the Securities and Exchange Commission on July 16, 2024.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Blackboxstocks Inc.

Convertible Loan Agreement dated July 1, 2024, between Blackboxstocks Inc. and Evtec Aluminium Limited (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2024).

Exhibit 10.2 Dated 2024 Convertible Loan Agreement between (1) BLACKBOXSTOCKS, INC. and (2) EVTEC ALUMINIUM LIMITED Relating to a convertible loan of up to $1,150,000 CONTENTS CLAUSE PAGE 1 DEFINITIONS, INTERPRETATION AND CONSTRUCTION 1 2 DRAWDOWN 2 3 INTEREST 3 4 REPAYMENT 3 5 PAYMENTS 3 6 CONVERSION 3 7 WARRANTIES 4 8 EVENTS OF DEFAULT 5 9 COSTS AND EXPENSES 5 10 NOTICES 6 11 ASSIGNMENT 6 12 MIS

Stock Purchase Agreement dated July 1, 2024, by and between Blackboxstocks Inc., Gust Kepler and Quadrofoglio Holdings LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2024).

Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of July 1, 2024 (the “Effective Date”), is made by and between Blackboxstocks Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, the desires to is

First Amendment to Share Exchange Agreement dated July 3, 2024, by and among Blackboxstocks Inc., Evtec Aluminium Limited, and the shareholders of Evtec Aluminium Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2024).

Exhibit 2.1 FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT (this “Amendment”) dated and effective as of July 1, 2024 (the “Effective Date”), amends that certain Share Exchange Agreement dated December 12, 2023 (as amended to date, the “Exchange Agreement”), by and among BLACKBOXSTOCKS, INC., a Nevada corporation (“BLBX”), EVTEC ALUMINIUM LIMITED, a com

Blackboxstocks Announces $1,250,000 Private Placement Priced at $4.00 per Share Blackbox to Invest $1.15 million into Evtec Aluminium

Exhibit 99.1 Blackboxstocks Announces $1,250,000 Private Placement Priced at $4.00 per Share Blackbox to Invest $1.15 million into Evtec Aluminium DALLAS July 2, 2024 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, announced that it has

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.)

June 20, 2024

June 20, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Executive Employment Agreement between Blackboxstocks, Inc. and Robert Winspear dated May 9, 2024*

Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of May 9, 2024, by and between Robert Winspear (the “Executive”) and Blackboxstocks Inc, a Nevada Corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by the C

As filed with the Securities and Exchange Commission on May 10, 2024.

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Blackboxstocks Inc.

List of Subsidiaries of Blackboxstocks, Inc.*

Exhibit 21.1 List of Subsidiaries of Blackboxstocks, Inc. Subsidiary Jurisdiction of Incorporation or Organization Blackbox.io Inc. Delaware

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2024 BLACKBOXSTOCKS INC.

Contribution Agreement dated April 18, 2024, by and between Blackboxstocks Inc. and Blackbox.io Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on April 22, 2024).

Exhibit 10.1 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of April 18, 2024, is entered into by and between Blackboxstocks Inc., a Nevada corporation (“Transferor”), and Blackbox.io Inc., a Delaware corporation (“Transferee”). WHEREAS, Transferee is a wholly-owned subsidiary of Transferor; WHEREAS, Transferor is engaged in the business of development, maintenance

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 18, 2024 BLACKBOXSTOCKS INC.

Executive Incentive Compensation Recoupment Policy*

Exhibit 97.1 BLACKBOXSTOCKS INC. EXECUTIVE COMPENSATION RECOVERY POLICY 1. Purpose. The Board of Directors (the “Board”) of Blackboxstocks Inc., a Nevada corporation (the “Company”) has adopted this Executive Compensation Recovery Policy (as amended from time to time, the “Policy”) as of March 7, 2024 (the “Adoption Date”). The purpose of this Policy is to describe the circumstances in which Cover

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 BLACKBOXSTOCKS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission Fil

Blackboxstocks, Inc. Signs Definitive Agreement to Acquire Evtec Aluminium, Supplier of Proprietary Parts for the EV, Hybrid, and Performance Automotive Market, with Projected Revenue of US$52 Million for Fiscal Year Ending June 30, 2024 -Blackbox St

Exhibit 99.1 Blackboxstocks, Inc. Signs Definitive Agreement to Acquire Evtec Aluminium, Supplier of Proprietary Parts for the EV, Hybrid, and Performance Automotive Market, with Projected Revenue of US$52 Million for Fiscal Year Ending June 30, 2024 -Blackbox Stockholders to retain 26.7% of the combined company’s 12,000,000 common shares post-merger plus receive a Contingent Value Right (“CVR”) f

Share Exchange Agreement dated December 12, 2023 among Blackboxstocks, Inc., Evtec Aluminium Limited, and the shareholders of Evtec Aluminium Limited (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the Commission on December 12, 2023).

Exhibit 2.1 Final SHARE EXCHANGE AGREEMENT BY AND AMONG BLACKBOXSTOCKS, INC., EVTEC ALUMINIUM LIMITED AND THE SELLERS LISTED ON SCHEDULE I HERETO Dated as of December 12, 2023 TABLE OF CONTENTS Page ARTICLE 1 THE ACQUISITION 2 1.1 The Acquisition 2 1.2 Closing 2 1.3 BLBX Name Change 2 1.4 Evtec Securities 2 1.5 Contingent Value Rights 3 1.6 Preliminary Consents and Associated Acknowledgments of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 BLACKBOXSTOCKS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Amendment to the Amended Letter of Intent among Blackboxstocks Inc., Evtec Group Limited, Evtec Automotive Limited, and Evtec Aluminium Limited dated November 24, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on November 24, 2023).

Exhibit 10.1 November 21, 2023 EVTEC Group Limited EVTEC Automotive Limited EVTEC Aluminum Limited Attention: David Roberts, CEO Re: Binding Amendment to Amended Letter of Intent Dear David: Reference is made to that certain amended letter of intent, dated April 14, 2023 (the “LOI”), among Blackboxstocks, Inc. (“Blackbox”), EVTEC Group Limited (“Evtec Group”), EVTEC Automotive Limited (“Evtec Auto

Forfeiture Agreement between Blackboxstocks Inc. and Evtec Group Limited dated November 28, 2023 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Commission on November 24, 2023).

Exhibit 10.2 FORFEITURE AGREEMENT This Forfeiture Agreement (the “Agreement”), is entered into by and between Blackboxstocks, Inc., a Nevada corporation (“Blackbox”) and Evtec Group Limited, a company registered in England and Wales with company number 13046319 (“Evtec Group”), and is made effective as of November 28, 2023 (the “Effective Date”). Blackbox and Evtec Group may be collectively referr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 24, 2023 BLACKBOXSTOCKS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 24, 2023 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

4856-9089-7032v.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2023 BLACKBOXSTOCKS INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

Securities Exchange Agreement between Blackboxstocks Inc. and Evtec Group Limited dated June 9, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Commission on June 9, 2023).

Exhibit 10.1 Execution Version SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN BLACKBOXSTOCKS, INC. AND EVTEC GROUP LIMITED Dated as of June 9, 2023 TABLE OF CONTENTS ARTICLE 1 THE EXCHANGE 1 1.1 The Exchange 1 1.2 Closing 2 1.3 Delivery of Exchange Consideration 2 1.4 Exemption from Registration; Rule 144 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF EVTEC 2 2.1 Organization and Qualification; Chart

Blackboxstocks, Inc. Announces $8.5 Million Investment Stake as Evtec Group in Initial Step Toward Planned Merger Blackbox issues 2.4 million shares of Series B Convertible Preferred Shares for stake in Evtec Group; Regains Compliance with NASDAQ Sto

Exhibit 99.1 Blackboxstocks, Inc. Announces $8.5 Million Investment Stake as Evtec Group in Initial Step Toward Planned Merger Blackbox issues 2.4 million shares of Series B Convertible Preferred Shares for stake in Evtec Group; Regains Compliance with NASDAQ Stockholder Equity Requirement DALLAS, June 15 2023 – Blackboxstocks, Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial techno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 BLACKBOXSTOCKS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.)

Certificate of Designation of Series B Preferred Stock dated June 8, 2023 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the Commission on June 9, 2023).

Exhibit 3.1 Annex A Certificate of Designation of Series B Convertible Preferred Stock of Blackboxstocks Inc. Pursuant to Section 78.1955 of the Nevada Revised Statutes Blackboxstocks Inc., a Nevada corporation (the "Corporation"), does hereby certify that, pursuant to the authority contained in its Articles of Incorporation (“Articles”), as amended, and in accordance with the provisions of Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 BLACKBOXSTOCKS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 BLACKBOXSTOCKS INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051

Blackboxstocks Sets Reverse Stock Split Ratio at 1-for-4

Exhibit 99.1 Blackboxstocks Sets Reverse Stock Split Ratio at 1-for-4 DALLAS, April 10, 2023 – Blackboxstocks Inc. (NASDAQ: BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, announced today that it has filed an amendment to the Company’s articles of incorporation with t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION -12-31 Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission F

Certificate of Amendment to Articles of Incorporation dated effective as of April 10, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on April 10, 2023).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c‑5(d)(2)) ☒ Definitive Information Statement BLACKBOXSTOCKS INC. (Name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c‑5(d)(2)) ☐ Definitive Information Statement BLACKBOXSTOCKS INC. (Name of Registr

As filed with the Securities and Exchange Commission on February 9, 2023.

As filed with the Securities and Exchange Commission on February 9, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 45-3598066 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Blackboxstocks, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 BLACKBOXSTOCKS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File N

Blackboxstocks Extends Stock Buyback Program Through 2023

Exhibit 99.1 Blackboxstocks Extends Stock Buyback Program Through 2023 DALLAS, January 4, 2023 ? Blackboxstocks Inc. (NASDAQ: BLBX), (?Blackbox? or the ?Company?), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, announced today that it has extended its $2.5 million stock buyback program to December 31, 20

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Blackboxstocks, Inc. 2021 Stock Incentive Plan (amended and restated effective as of February 6, 2023) (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed on December 29, 2022)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c‑5(d)(2)) ☒ Definitive Information Statement BLACKBOXSTOCKS INC. (Name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 BLACKBOXSTOCKS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2022 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Blackboxstocks Provides Third Quarter 2022 Revenue Guidance

Exhibit 99.1 Blackboxstocks Provides Third Quarter 2022 Revenue Guidance DALLAS, October 14, 2022 ? Blackboxstocks Inc. (NASDAQ: BLBX), (?Blackbox? or the ?Company?), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, announced today that it expects revenue for the third quarter, ended September 30, 2022, wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 BLACKBOXSTOCKS IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 blkbx20220812def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41

Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 -12-31FY2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4

Amended and Restated Bylaws of Blackboxstocks, Inc. adopted and effective on April 18, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on April 19, 2022)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BLACKBOXSTOCKS INC. Adopted and Effective on April 18, 2022 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS MEETINGS 1 Section 1.1 Time and Place of Meetings 1 Section 1.2 Annual Meetings 1 Section 1.3 Special Meetings 1 Section 1.4 Notice of Meetings 1 Section 1.5 Inspectors 2 Section 1.6 Quorum 2 Section 1.7 Voting? Proxies? Stockholder Action by Written

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41051

Amendment No. 1 to Loan Agreement dated March 9, 2022 between FPV Servicing LLC and Blackboxstocks, Inc.*

Exhibit 10.9

Blackboxstocks Announces Stock Repurchase Program of up to $2.5 Million

Exhibit 99.1 Blackboxstocks Announces Stock Repurchase Program of up to $2.5 Million DALLAS, TX ? January X, 2021- Blackboxstocks Inc. (NASDAQ: BLBX) (?Blackbox?), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, today announced that the Company?s Board of Directors has approved a stock repurchase program

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 001-41051 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Common Stock Purchase Warrant issued to Alexander Capital, L.P. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2021)

Exhibit 4.1 Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

Blackboxstocks Inc. Announces Closing of $12 Million Public Offering

Exhibit 99.2 Blackboxstocks Inc. Announces Closing of $12 Million Public Offering DALLAS, TX ? November 15, 2021?Blackboxstocks, Inc. (Nasdaq: BLBX) (?Blackbox? or the ?Company?), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, today announced the closing of its underwritten public offering of 2,400,000 s

Underwriting Agreement by and between Blackboxstocks, Inc. and Alexander Capital, L.P., dated November 9, 2021

EX-1.1 2 ex308691.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION UNDERWRITING AGREEMENT by and between BLACKBOXSTOCKS INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BLACKBOXSTOCKS INC. UNDERWRITING AGREEMENT November 9, 2021 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State

Blackboxstocks Inc. Announces Pricing of $12 million Upsized Public Offering and Concurrent Uplisting to the Nasdaq Capital Market (Common Shares will Continue to Trade under Ticker “BLBX”)

Exhibit 99.1 Blackboxstocks Inc. Announces Pricing of $12 million Upsized Public Offering and Concurrent Uplisting to the Nasdaq Capital Market (Common Shares will Continue to Trade under Ticker ?BLBX?) DALLAS, TX ? November 10, 2021?Blackboxstocks, Inc. (Nasdaq: BLBX) (?Blackbox? or the ?Company?), a financial technology and social media hybrid platform offering real-time proprietary analytics fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

2,400,000 shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration Numbers 333-260065 and 333-260941 PROSPECTUS 2,400,000 shares of Common Stock Blackboxstocks, Inc.

As filed with the Securities and Exchange Commission on November 10, 2021.

As filed with the Securities and Exchange Commission on November 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 7371 45-3598066 (State or other jurisdiction of incorporation or organization) (Prim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 45-3598066 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5430

FWP

Form of Representative’s Warrant**

Exhibit 4.5 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF

November 5, 2021

November 5, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on November 5, 2021.

Table of Contents As filed with the Securities and Exchange Commission on November 5, 2021.

[Signature Page to Follow]

November 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Blackboxstocks Inc. Registration Statement on Form S-1, as amended File No. 333-260065 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended

Form of Underwriting Agreement**

EX-1.1 2 ex303120.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT by and between BLACKBOXSTOCKS INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BLACKBOXSTOCKS INC. UNDERWRITING AGREEMENT November [], 2021 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor

FWP

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2021 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File N

Conversion Rights Agreement dated effective as of October 14, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on October 15, 2021).

Exhibit 10.1 CONVERSION RIGHTS AGREEMENT This Conversion Rights Agreement (the ?Agreement?), dated effective as of October 14, 2021 (the ?Effective Date?), is by and between Blackboxstocks, Inc., a Nevada corporation (the ?Company?) and Gust Kepler, an individual resident of the State of Texas (along with any transferee of Holder Shares (hereinafter defined) that enters into a Joinder Agreement (h

Letter agreement dated August 11, 2021 between Winspear Investments, LLC and Blackboxstocks, Inc.*

Exhibit 10.11 Mr. Gust Kepler Chief Executive Officer BlackBoxStocks Inc. This letter confirms the understanding of the agreement between Winspear Investments LLC ?Winspear? and BlackBoxStocks Inc. ?BlackBox? whereby Winspear shall provide financial consulting and business advisory to BlackBox. The scope of services shall include the following: ? Preparing a financial model and forecast based on B

Power of Attorney (included on the signature page of the prior Registration Statement (File No. 333-260065), as filed with the Securities and Exchange Commission on October 5. 2021)*

Table of Contents As filed with the Securities and Exchange Commission on October 5, 2021.

Page 2

Exhibit 10.11 Mr. Gust Kepler Chief Executive Officer BlackBoxStocks Inc. This letter confirms the understanding of the agreement between Winspear Investments LLC ?Winspear? and BlackBoxStocks Inc. ?BlackBox? whereby Winspear shall provide financial consulting and business advisory to BlackBox. The scope of services shall include the following: ? Preparing a financial model and forecast based on B

As confidentially submitted to the Securities and Exchange Commission on September 20, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confide

Table of Contents As confidentially submitted to the Securities and Exchange Commission on September 20, 2021.

September 20, 2021

Austin I Charlotte I Dall as I Fort Worth I Houston I New York I San Antoni o I The Woodlands 2728 N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2021 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2021 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No

Blackboxstocks Announces Second Quarter 2021 Financial Results, Strong Revenue Growth Trajectory Continues Reports YTD 2021 Revenue of $3.0 Million, 141% Year-over-Year Increase

Exhibit 99.1 Blackboxstocks Announces Second Quarter 2021 Financial Results, Strong Revenue Growth Trajectory Continues Reports YTD 2021 Revenue of $3.0 Million, 141% Year-over-Year Increase DALLAS, TX ? August 25, 2021- Blackboxstocks Inc. (OTC PINK: BLBX) (?Blackbox?), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-5510

Blackboxstocks, Inc. 2021 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Information Statement on Schedule 14C filed on August 11, 2021)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c?5(d)(2)) ? Definitive Information Statement BLACKBOXSTOCKS INC. (Name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-551

Blackboxstocks Announces 2020 Revenue Increase of 217% and Year End Results Achieved Positive Cash Flow from Operations of $143,580, a Positive Swing of $854,572

Exhibit 99.1 Blackboxstocks Announces 2020 Revenue Increase of 217% and Year End Results Achieved Positive Cash Flow from Operations of $143,580, a Positive Swing of $854,572 DALLAS, TX - April 5, 2021- Blackboxstocks Inc. (OTC PINK: BLBX) (?Blackbox?), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders of all levels, toda

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2021 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.)

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BL

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

Note dated November 12, 2020 payable to Feenix Venture Partners Opportunity Fund II LP (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)

Exhibit 10.2 NOTE $1,000,000.00 November 12, 2020 FOR VALUE RECEIVED, BLACKBOXSTOCKS INC., a Nevada corporation (“Borrower”) hereby promises to pay to the order of Feenix Venture Partners Opportunity Fund II LP (the “Noteholder”), the principal amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) (or, the aggregate outstanding principal amount of the Loan held by the Noteholder) in accordance

Loan Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)

Exhibit 10.1 LOAN AGREEMENT This LOAN AGREEMENT (this “Agreement”) dated as of November 12, 2020, is made by and among blackboxstocks Inc., a Nevada corporation (“Borrower”); each financial institution that from time to time is a Lender (as defined below) hereunder; and FVP SERVICING, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administr

Security Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT is made and effective as of November 12, 2020 by and between BLACKBOXSTOCKS INC., a Nevada corporation (“Borrower”), and each other direct or indirect Subsidiary of Borrower added as a “Grantor” hereunder (each, a “Grantor”; collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a Delaware limited liability company, as administrative

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-5510

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-551

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.) (

BLBX / Blackboxstocks Inc. 10-K - Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BL

Description of Securities (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the Commission on April 16, 2020)

Exhibit 4.1 DESCRIPTION OF SECURITIES Authorized Capital Stock Our authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. Common Stock Each share of common stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. No stockholder has any pr

BLBX / Blackboxstocks Inc. NT 10-K - - FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

SMQA / SMSA Ballinger Acquisition Corp 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BLACKBOXSTOCKS I

SMQA / SMSA Ballinger Acquisition Corp NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

Form of 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. dated July 17, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2019)

Exhibit 4.1 Note: July 17, 2019 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

Form of First Amendment to 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2019)

Exhibit 4.2 FIRST AMENDMENT TO 8% FIXED CONVERTIBLE PROMISSORY NOTE This First Amendment to 8% Fixed Convertible Promissory Note (this “Amendment”) is made and entered into as of July 26, 2019, by and between Blackboxstocks, Inc. (the “Company”) and Harbor Gates Capital, LLC (the “Holder”). WHEREAS, the Company previously executed and delivered to the Holder that certain 8% Fixed Convertible Promi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2019 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.)

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.)

Certificate of Amendment to Articles of Incorporation dated effective as of July 15, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 15, 2019)

Exhibit 3.1

Blackboxstocks, Inc. Announces 1 for 3 Reverse Stock Split

Blackboxstocks, Inc. Announces 1 for 3 Reverse Stock Split Dallas, TX – July X, 2019 - Blackboxstocks Inc. (OTC PINK: BLBX) (“Blackbox”), a developer of real-time web and mobile based analytical software tools for stock and options traders, today announced that its Board of Directors has approved a reverse stock split of its common shares at a ratio of 1-for-3. The reverse stock split will become

SMQA / SMSA Ballinger Acquisition Corp DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement BLACKBOXSTOCKS INC. (Name of Registr

SMQA / SMSA Ballinger Acquisition Corp PRE 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement BLACKBOXSTOCKS INC. (Name of Registr

Securities Purchase Agreement dated May 3, 2019 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) dated as of May 3, 2019, is entered into by and between Blackboxstocks, Inc., Inc., a Nevada corporation (the “Company”), and John R. Bertsch Trust (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements

Securities Purchase Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) dated as of May 22, 2019, is entered into by and between Blackboxstocks, Inc., Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption f

Securities Purchase Agreement dated April 10, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) dated as of April 10, 2019, is entered into by and between Blackboxstocks, Inc., Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2019 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.

Form of Warrant for the Purchase of Common Stock (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)

Exhibit 4.2 Form of Warrant THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND AP

Form of 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. dated May 21, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)

Exhibit 4.1 Note: May 21, 2019 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

SMQA / SMSA Ballinger Acquisition Corp 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BLACKBOXSTOCKS

SMQA / SMSA Ballinger Acquisition Corp NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

SMQA / SMSA Ballinger Acquisition Corp (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-55108 BLACKBOXSTOCKS INC. (Exact name of registrant as specified

SMQA / SMSA Ballinger Acquisition Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

SMQA / SMSA Ballinger Acquisition Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BLACKBOXSTO

SMQA / SMSA Ballinger Acquisition Corp NT 10-Q

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-55108 CUSIP NUMBER NOTIFICATION OF LATE FILING 09229E105 (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: Sept

SMQA / SMSA Ballinger Acquisition Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-55108 BLACKBOXSTOCKS I

SMQA / SMSA Ballinger Acquisition Corp NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2018 BLACKBOXSTOCKS INC. (Exact name of registrant as specified in its charter) Nevada 0-55108 45-3598066 (State or other jurisdiction of incorporation) (Commission File No.)

Attachment A: Outline of Services to be Performed

IC Ventures, Inc Mr. Gust C. Kepler June 18, 2018 Chief Executive Officer Blackboxstocks Inc. 5430 LBJ Freeway Suite 1485 Dallas, TX 75240 Dear Mr. Kepler, We are pleased that Blackboxstocks (“Company”) has selected IC Ventures (ICV) to act as its advisor to assist the Company in connection with creating development opportunities, investment opportunities and acquisition partners from various orga