Blackboxstocks, Inc. and Evtec Aluminium Limited Mutually Agree to Terminate Share Exchange Agreement

Rhea-AI Summary

Blackboxstocks (NASDAQ: BLBX) and Evtec Aluminium have mutually agreed to terminate their Share Exchange Agreement on January 13, 2025. The agreement, originally executed on December 12, 2023, and amended on July 1, 2024, would have made Evtec a wholly owned subsidiary of Blackbox.

The company will withdraw its registration statement on form S-4 filed with the SEC. According to CEO Gust Kepler, the decision was driven by the protracted timeframe and additional costs due to unforeseen delays. Blackbox is now actively pursuing other strategic merger options to enhance stockholder value.

Positive

• Company is actively pursuing alternative strategic merger options
• Mutual termination agreement suggests amicable separation without legal complications

Negative

• Failed merger attempt with Evtec Aluminium
• Company incurred costs related to merger attempt
• Time and resources spent on unsuccessful deal

Insights

M&A Expert

The termination of the Share Exchange Agreement between Blackboxstocks and Evtec Aluminium represents a significant setback for both companies' strategic growth plans. The deal's collapse after multiple amendments signals serious execution challenges and raises concerns about Blackboxstocks' ability to complete future M&A transactions.

The mention of "protracted time frame" and "additional costs" suggests underlying complications that weren't initially anticipated when the agreement was signed in December 2023. For a micro-cap company with a market cap of just $8.49 million, the burden of prolonged deal-related expenses could have materially impacted their financial position.

While management indicates they're pursuing other strategic merger options, this failed transaction may weaken their negotiating position with future potential partners. The withdrawal of the S-4 registration statement also means wasted resources on legal and administrative costs that cannot be recovered.

Financial Analyst

From a financial perspective, this development raises several red flags about Blackboxstocks' strategic direction and capital allocation. For a small fintech company operating in the highly competitive trading analytics space, organic growth alone may not be sufficient to achieve meaningful market penetration. The termination of this deal leaves BLBX in a vulnerable position, particularly given their micro-cap status and the challenging market conditions for growth companies.

Think of it like a small boat missing its chance to join a larger fleet - now it must navigate rough waters alone while searching for new opportunities. The company's financial resources mean they'll need to be extremely selective with future merger targets, potentially missing out on more ambitious growth opportunities.

In simpler terms: Imagine planning to move into a bigger house, spending money on paperwork and planning, then having the deal fall through - you're left with the costs but no upgrade. That's essentially what happened here and it's particularly concerning for a company of this size.

Blackbox is actively pursuing other strategic merger options to enhance stockholder value

DALLAS, Jan. 17, 2025 (GLOBE NEWSWIRE) -- 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 13, 2025 the Company and Evtec Aluminium Limited (“Evtec”) mutually agreed to terminate the Share Exchange Agreement executed on December 12, 2023 and amended on July 1, 2024 which would have resulted in Evtec becoming a wholly owned subsidiary of the Company. The Company will also withdraw its registration statement on form S-4 filed with the Securities and Exchange Commission in connection with the proposed share exchange.

Gust Kepler, Chief Executive Officer of Blackbox, commented, “We were fully committed to completing the merger with Evtec, and we continue to hold the company and its management in the highest regard. Unfortunately, the protracted time frame to complete the share exchange presented a number of hurdles outside of our control. We could not afford to incur any additional costs due to unforeseen delays. We wish Mr. Roberts and his team at Evtec all the best and believe the company has a bright future ahead of them.”

David Roberts, Chief Executive Officer of Evtec, commented, “We too are disappointed about not being able to complete the transaction with Blackbox. Despite substantial effort by both companies to get this done, we believe it to be in the best interests of both our companies to terminate the deal and we wish Blackboxstocks and their team the very best of luck in the future.”

About Blackboxstocks, Inc.

Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs "predictive technology" enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. Blackbox continuously scans the NASDAQ, New York Stock Exchange, CBOE, and all other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/screenshare feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community. Blackbox is a SaaS company with a growing base of users that spans over 40 countries; current subscription fees are $99.97 per month or $959.00 annually.

For more information, go to: https://blackboxstocks.com/.

Safe Harbor Clause and Forward-Looking Statements

This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “expose,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission (the “SEC”), including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” in our SEC filings may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

Disclosure Information

Blackboxstocks uses and intends to continue to use its Investors website at https://blackboxstocks.com/company-overview as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s Investors website, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

Contacts:

Investors@blackboxstocks.com

PCG Advisory
Jeff Ramson
(646) 863-6893
jramson@pcgadvisory.com

FAQ

Why did Blackboxstocks (BLBX) terminate the merger with Evtec Aluminium?

The merger was terminated due to protracted timeframes and additional costs from unforeseen delays that made the deal unfeasible for Blackboxstocks.

When was the Share Exchange Agreement between BLBX and Evtec originally signed?

The Share Exchange Agreement was originally executed on December 12, 2023, and later amended on July 1, 2024.

What are BLBX's plans after terminating the Evtec merger?

Blackboxstocks is actively pursuing other strategic merger options to enhance stockholder value.

What regulatory filings will BLBX withdraw following the merger termination?

Blackboxstocks will withdraw its registration statement on form S-4 filed with the Securities and Exchange Commission.

When did BLBX and Evtec officially terminate their merger agreement?

The companies mutually agreed to terminate the Share Exchange Agreement on January 13, 2025.