8-K

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.)	(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 726-9203

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BLBX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On July 1, 2024 Blackboxstocks Inc. (the “Company” or “Blackboxstocks”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Company sold 312,500 shares of its common stock, par value $0.001 (“Common Stock”), at a price per share of $4.00 for gross proceeds of $1,250,000. Gust Kepler, a director, our President and Chief Executive Officer, purchased $100,000 of the Common Stock under the terms of the Stock Purchase Agreement. Quadrofoglio Holdings LLC, a Florida limited liability company, purchased the remaining $1,150,000 of Common Stock. The Stock Purchase Agreement contains standard representations and warranties from the Company and the purchasers.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Stock Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Evtec Loan

On July 1, 2024, the Company entered into a Convertible Loan Agreement (the “Loan Agreement”) with Evtec Aluminium Limited (“Evtec”) pursuant to which the Company loaned Evtec $1,150,000 (the “Evtec Loan”). The Evtec Loan is unsecured, bears interest at 12% per annum and has a maturity date of one year from the date of issuance. The Evtec Loan is convertible into Evtec ordinary shares at the rate of $1,197.92 per share at any time at the option of Blackboxstocks and converts automatically upon the closing of the Share Exchange Agreement (as defined below). If converted, the Evtec Loan converts into approximately 3.2% of the outstanding ordinary shares of Evtec inferring a post money valuation of approximately $48,136,000.

The foregoing description of the Loan Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Loan Agreement dated July 1, 2024, which is attached as Exhibit 10.2 to this Current Report on Form 8-K.

First Amendment to Share Exchange Agreement

As previously reported in the Company’s Current Report on Form 8-K dated December 18, 2023, the Company, Evtec and certain holders of Evtec ordinary shares (“Sellers”) entered into a Share Exchange Agreement (the “Share Exchange Agreement) on December 12, 2023, pursuant to which the Company will acquire all of the issued and outstanding share capital of Evtec, with the result of Evtec becoming a wholly-owned subsidiary of the Company (the “Acquisition”).

On July 3, 2024, the Company and Evtec entered into a First Amendment to Share Exchange Agreement (the “Amendment”) in order to reflect the effects of the Stock Purchase Agreement transaction and the proposed issuance of Evtec warrants in connection with its pre-closing financing efforts. Specifically, the Amendment provides:

● That Blackboxstocks will issue replacement warrants to holders of any outstanding warrants to acquire Evtec ordinary shares which will permit holders to acquire shares of Blackboxstocks Common Stock on substantially the same terms after adjusting the number of shares issuable and exercise price based upon the Exchange value of Evtec ordinary shares and the Exchange Ratio. Evtec’s issuance of warrants is subject to approval by Blackbox in its reasonable discretion.

● The definition of “Exchange Ratio” was changed to mean initially 294.14 shares of BLBX Common Stock for each Evtec share, which is subject to further adjustment, so that the consideration shares issuable to Evtec Sellers would equal 70.6% of the total outstanding shares of the Company post-Closing

The foregoing description of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 regarding the issuance of Company Common Stock pursuant to the Stock Purchase Agreement is hereby incorporated by reference into this Item 3.02. The shares of Company Common Stock were issued in reliance upon an exemption from registration pursuant to 4(a)(2) under the Securities Act of 1933, as amended.

Item 7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 is a copy of the press release issued by the Company on July 2, 2024 announcing the transactions contemplated by Item 1.01 and Item 3.02 above.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing. 

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report on Form 8-K.

Exhibit	Description
2.1	First Amendment to Share Exchange Agreement dated July 3, 2024 among Blackboxstocks, Inc., Evtec Aluminium Limited, and the shareholders of Evtec Aluminium Limited
10.1	Stock Purchase Agreement dated July 1, 2024 among Blackboxstocks Inc., Gust Kepler and Quadrofoglio Holdings LLC
10.2	Convertible Loan Agreement dated July 1, 2024 between Blackboxstocks Inc. and Evtec Aluminium Limited
99.1	Press Release dated July 2, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 3, 2024

BLACKBOXSTOCKS INC.
By:	/s/ Gust Kepler
	Gust Kepler, President and Chief Executive Officer

EX-2.1

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 company registered in England and Wales with company number 13182146 (“Evtec”) and the Sellers (as defined in the Exchange Agreement).  Evtec, BLBX and each Seller are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Exchange Agreement.

WHEREAS, Evtec plans to issue warrants in connection with the Pre-Closing Financing;

WHEREAS, 312,000 new shares of BLBX Common Stock have been sold and issued by BLBX pursuant to the terms of a Stock Purchase Agreement dated July 1, 2024;

WHEREAS, Exchange Agreement Section 1.4(b) provides that the Exchange Ratio will be appropriately adjusted to reflect fully the effect of any change with respect to shares in the BLBX Common Stock occurring after the date hereof and prior to the Closing;

WHEREAS, the Parties desire to amend the Exchange Agreement to (i) provide for the issuance of warrants in connection with the Pre-Closing Financing, and (ii) appropriately adjust the Exchange Ratio to fairly reflect the effect of the recent BLBX Common Stock issuance, as more particularly set forth herein.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    Recitals. The recitals set forth above are true and correct and they are incorporated herein by this reference.

2.    Section 1.4 Amendment. Section 1.4 of the Exchange Agreement is hereby deleted and replaced in its entirety as follows:

“1.4         Evtec Securities.

(a)         Evtec Ordinary Shares. Each Evtec Ordinary Share issued and outstanding immediately prior to the Closing and not owned by BLBX will be sold to BLBX by the Seller that owns such Evtec Ordinary Share in consideration for such number of duly authorized, validly issued, fully paid and non-assessable shares of BLBX Common Stock as is equal to the Exchange Ratio (hereinafter defined), rounded to the nearest whole share of BLBX Common Stock (after aggregating all fractional shares of BLBX Common Stock issuable to such Seller) (the “Acquisition Consideration”)

(b)         Evtec Warrants. Each common stock purchase warrant issued by Evtec (each an “Evtec Warrant”), if any, that is issued prior to the Closing will be treated in accordance with Section 6.22.

(c)         Adjustments to Exchange Ratio. The Exchange Ratio will be calculated in the manner described in the definition of “Exchange Ratio” on Exhibit A hereto and will be appropriately adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into shares in the Evtec Ordinary Share Capital or BLBX Common Stock), reorganization, recapitalization or other like change with respect to shares in the Evtec Ordinary Share Capital or BLBX Common Stock occurring after the date hereof and prior to the Closing.

(d)         No Fractional Shares. No fractional shares of BLBX Common Stock will be issued in connection with the Acquisition, and no certificates or scrip for any such fractional shares of BLBX Common Stock will be issued. Sellers will not be entitled to any voting rights, rights to receive any dividends or distributions or other rights as a stockholder of BLBX with respect to any such fractional shares of BLBX Common Stock that would have otherwise been issued to such Seller.”

3.    Section 2.2 Amendment. Section 2.2 of the Exchange Agreement is hereby deleted and replaced in its entirety as follows:

“2.2         Capital Structure.

(a)    As of June 28, 2024, the issued share capital of Evtec consists of 28,319 ordinary shares (the “Evtec Ordinary Shares,” and the issued Evtec Ordinary Shares are collectively referred to herein as the “Evtec Issued Share Capital.”). All Evtec Issued Share Capital is, and immediately prior to Closing, will be, duly authorized, validly issued and fully paid and were, or will be, issued in compliance with all applicable Legal Requirements (hereinafter defined).  Part 2.2(a) of the Evtec Disclosure Schedule sets forth the complete and accurate capitalization of Evtec (including the name of each holder of Evtec Issued Share Capital and the number of shares included in the Evtec Issued Share Capital held by such holder). Except as provided for under Section 2.2.(b) below, no other shares in the Evtec Share Capital are issued or issuable upon the exercise or conversion of any securities of Evtec or upon the exchange of any such securities and no Person has the right to cause Evtec to issue any shares in the Evtec Share Capital.  As of the Closing, except as provided for under Section 2.2(b) below, all of the Evtec Share Capital listed on such updated Part 2.2(a) of the Evtec Disclosure Schedule will constitute Evtec Shares hereunder and no other shares in the Evtec Share Capital would be issued or issuable upon the exercise or conversion of any securities of Evtec or upon the exchange of any such securities and no Person would have the right to cause Evtec to issue any shares in the Evtec Share Capital.

(b)    All Evtec Ordinary Shares subject to issuance pursuant to an Evtec Warrant, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable and would be issued in compliance with all applicable Legal Requirements.

(c)    (i) none of the shares of Evtec Share Capital or shares in the capital of any of Evtec’s Subsidiaries are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the shares of Evtec Share Capital or shares in the capital of any of Evtec’s Subsidiaries are subject to any right of first refusal; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of Evtec having a right to vote on any matters on which the holders of shares of Evtec Share Capital or holders of shares in the capital of any of Evtec’s Subsidiaries have a right to vote; (iv) there is no Contract to which Evtec is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Evtec Share Capital or shares in the capital of any of Evtec’s Subsidiaries; and (v) Evtec is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any shares of Evtec Share Capital or shares in the capital of any of Evtec’s Subsidiaries or other securities.  As of the date hereof, there are no shares of Evtec Share Capital that are subject to a repurchase option, risk of forfeiture or other condition under any Contract with Evtec or under which Evtec or, to the knowledge of Evtec, any Seller has any rights.

(d)    Upon Closing BLBX will acquire the Evtec Ordinary Shares free and clear of any Encumbrance.”

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4.    Addition of Section 6.22. Section 6.22 is hereby added to the Exchange Agreement as follows:

“6.22     Evtec Warrant Procedures. If any Evtec Warrants are to be issued prior to the Closing, the board of directors of Evtec (and, in the case of the matters described in Sections 6.22(b) to (fe) below, the board of directors of BLBX) shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide for the following matters and actions relating to any such Evtec Warrants.

(a)         The board of directors of Evtec shall grant each Evtec Warrant in form and substance satisfactory to BLBX.

(b)         If any Evtec Warrants are outstanding as of the date of Closing, the board of directors of BLBX shall (conditional upon Closing and effective immediately after the Closing) grant to each holder of Evtec Warrants a replacement warrant on the basis described in this Section 6.22 (a “Replacement Warrant”).

(c)         Each Replacement Warrant shall be a warrant to purchase shares of BLBX Common Stock.

(d)         Each Replacement Warrant shall be granted in consideration of the holder of the Evtec Warrant that it is intended to replace the original Evtec Warrant (the “Original Warrant”) releasing that Original Warrant in full pursuant to the Replacement Warrant .

(e)         The aggregate exercise price payable to exercise (in full) each Replacement Warrant shall be the same as the aggregate exercise price payable to exercise (in full) the Original Warrant that it replaces; provided, however, that the exercise price with respect to a Replacement Warrant may be adjusted to the extent that excess of the aggregate fair market value of the shares of BLBX Common Stock subject to the Replacement Warrant immediately after the Closing over the aggregate exercise price of such Replacement Warrant exceeds the excess of aggregate fair market value of all shares subject to the Original Warrant immediately before the Closing over the aggregate price of such Original Warrant.

(f)         The number of shares of BLBX Common Stock issuable on exercise (in full) of each Replacement Warrant shall be calculated by applying the Exchange Ratio to the number of Evtec Ordinary Shares issuable on exercise (in full) of the Original Warrant that it replaces, and rounding the resulting number down to the nearest whole number of shares of BLBX Common Stock. All Replacement Warrants shall (i) be on the same terms and conditions as with respect to the Original Warrant, except to the extent such terms are rendered inoperative by reason of the transactions contemplated by this Agreement; and (ii) not give the holders of Replacement Warrants additional benefits that the holder did not have under the Original Warrant.

(g)         Promptly after Closing, BLBX shall notify all holders of Evtec Warrants in writing that their Evtec Warrants have been exchanged for Replacement Warrants on the basis described in this Section 6.22. Such exchange of Evtec Warrants for Replacement Warrants shall be made in compliance with all applicable Legal Requirements and Evtec hereby indemnifies BLBX and its Representatives from and against all Liabilities that result from a failure of Evtec to comply with applicable Legal Requirements in connection therewith.

(h)         From and after the Closing, Evtec shall cause BLBX to take further action as may be required to effect the transactions specified in this Section 6.22.

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5.    Exhibit A Amendments. The definitions of “End Date” and “Exchange Ratio” in Exhibit A of the Exchange Agreement are hereby deleted and respectively replaced in their entirety as follows:

“End Date” means July 31, 2024.

“Exchange Ratio” means as of July 1, 2024, 294.14 shares of BLBX Common Stock for each Evtec Ordinary Share, which shall be subject to adjustment in the event that Evtec issues any share capital between the date of the Agreement and Closing as follows: At least five (5) Business Days prior to the Closing, BLBX shall calculate the total number of issued and outstanding shares of BLBX Common Stock, which shall equal 29.4% of the total post-Closing issued and outstanding shares of BLBX Common Stock, and the Acquisition Consideration shall be adjusted to equal the total number of shares that would equal 70.6% of the total outstanding shares of BLBX Common Stock post-Closing. The aggregate Acquisition Consideration issuable in exchange for Evtec Ordinary Shares will be divided by the outstanding number of Ordinary Shares to arrive at the adjusted Exchange Ratio for Closing. In the event that Evtec raises over $5,000,000 from June 30, 2023 to Closing, the amount of capital raised in excess of $5,000,000 shall dilute Evtec and BLBX on a pro rata basis provided however any capital raised in excess of $5,000,000 shall require approval from BLBX (which shall not be unreasonably withheld).”

6.    Ratification; Conflict. Except as modified hereby, the terms and provisions of the Contribution Agreement are deemed ratified and in full force and effect and remain as is. The foregoing provisions supplement and amend the Contribution Agreement and in the event of any inconsistency or conflict between the terms and conditions of the Contribution Agreement and this Amendment, the terms of this Amendment shall control. All future references to the “Agreement” shall be deemed to refer to the Contribution Agreement as amended by this Amendment. In the event of a conflict between the terms of the Contribution Agreement and the terms of this Amendment, then the terms of this Amendment shall control.

7.    Updated Representations. The parties and acknowledge and agree that:

a.    The BLBX Disclosure Schedules to the Exchange Agreement are hereby updated to reflect the documents referenced on Schedules attached hereto.

b.    The parties acknowledge and agree that true and correct copies of the documents referenced on Schedules attached hereto have been made available to Evtec.

8.    Binding Effect. This Amendment shall bind and inure to the benefit of not only the parties hereto, but also their successors and assigns.

9.    Counterparts. This Amendment may be executed in two or more counterparts, a complete set of which shall be deemed an original, constituting one and the same instrument. The parties hereto agree that they will execute such other and further instruments and documents that may be necessary to effectuate this Amendment. In the event that any signature is delivered by facsimile transmission, by e-mail delivery of a “.pdf” format file or other similar format file, or thru an electronic signature platform (such as Docusign), such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile, “.pdf”, or other electronic signature page was an original thereof.

10.    Governing Law. This Amendment shall be governed by the laws of the State of Nevada.

[Signatures appear on the following page]

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The Parties have each caused this Amendment to be executed on their behalf as of the date first above written.

EVTEC ALUMINIUM LIMITED
By:	/s/ David Roberts
Name:	David Roberts
Title:	Director

BLACKBOXSTOCKS, INC.
By:	/s/ Gust Kepler
Name:	Gust Kepler
Title:	President and Chief Executive Officer

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Evetec Disclosure Schedule Updates

EX-10.1

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 issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, up to 312,500 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), at a price of $4.00 per Share;

WHEREAS, the Company, upon the terms and conditions and in reliance upon the representations of the Purchasers contained herein, has agreed to issue the Shares to the Purchasers for such cash consideration.

NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

1.    Purchase of Shares.

(a)    Subject to the terms and conditions of this Agreement, the Purchasers hereby irrevocably agree to purchase, and the Company hereby agrees to sell and issue to the Purchasers, severally and not jointly, the Shares at a price per Share of $4.00, for an aggregate purchase price of $1,250,000 (the “Purchase Price”), to be apportioned between the Purchasers according to Exhibit A.

(b)    The Purchase Price will be paid in cash by the Purchasers by wire transfer to the Company made in accordance with the following wire instructions:

Receiver - Bank of America

SWIFT Code – BOFAUS3N

Beneficiary Bank - Bank of America

Beneficiary Account Number – 488052527580

Beneficiary Account Name – Blackboxstocks, Inc.

Beneficiary Bank Info.

Bank of America

Preston Beltline Branch

14999 Preston Road

Building E

Dallas, Texas 75254

Phone 972-419-6100

2.    Closing; Deliveries; and Conditions to Closing.

(a)    Closing. The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures at one or more closings at such dates and times as the Company and the Purchasers mutually agree upon, orally or in writing (which dates and times are designated as the “Closing” or “Closings”).

(b)    Deliveries. At the Closing, the Company shall deliver to each Purchaser a certificate or evidence in book-entry form representing the Shares against payment of the Purchase Price payable as set forth in Section 1(b) above, registered in the name of such Purchaser. The Company and each of the Purchasers shall deliver to the others their respective executed copy of this Agreement dated as of the Effective Date.

3.    Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents, warrants, and acknowledges to the Company as follows:

(a)    The Purchaser has full power and authority to execute and deliver this Agreement and to undertake and perform his obligations hereunder.

(b)    All action on the part of the Purchaser necessary for the authorization, execution and delivery of this Agreement by the Purchaser, for the performance of the Purchaser’s obligations hereunder, and for the payment of the Purchase Price, has been taken. This Agreement, when executed and delivered by the Purchaser, will constitute the legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights and general principles of equity.

(c)    The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(d)    The Purchaser is purchasing the Shares for the Purchaser’s own account, for investment purposes only, and not for the account of any other person or entity, and not with a view to distribution, assignment or resale of the Shares to others or to fractionalization of the Shares in whole or in part.

(e)    The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

(f)    The Purchaser has conducted the Purchaser’s own due diligence in making a decision to purchase Common Stock of the Company. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representations or other information (whether oral or written) from the Company or any other person or entity acting as an agent for the Company, other than the representations of the Company provided in Section 4 below. The Purchaser has discussed with the Purchaser’s professional legal, tax and financial advisers the suitability of an investment in the Company for the Purchaser’s particular tax and financial situation and has determined that the Common Stock will be a suitable investment for the Purchaser.

(g)    The Purchaser has no need for liquidity with respect to the Purchaser’s investment in the Shares to satisfy any existing or contemplated need, undertaking or indebtedness. The Purchaser is able to bear the economic risk of the Purchaser’s investment in the Shares for an indefinite period, including the risk of losing all of the Purchaser’s investment.

(h)    The Company has made available to the Purchaser all documents and information relating to an investment in the Company as the Purchaser has requested, and the Purchaser has had the opportunity to ask questions of, and receive answers from, the Company relating to the Purchaser’s investment in the Shares.

(i)    The Purchaser acknowledges that an investment in the Company involves substantial risks and recognizes that any historical financial and operating history relating to the Company and its affiliates that may have been provided to the Purchaser, if any, was for purposes of illustration only, and no assurance is or can be given that actual results will correspond with the historical results. The Purchaser is fully aware of and understands all of the risk factors related to the purchase of the Shares.

(j)    The Purchaser is aware that the Company is issuing the Shares pursuant to exemptions and exceptions from applicable securities laws, and in doing so, is relying upon, among other things, the representations and warranties of the Purchaser contained herein.

(k)    The Purchaser understands that the Purchaser may not distribute or transfer the Shares unless the Common Stock is registered under applicable securities laws or an exemption from registration is available.

(l)    The Shares were not offered to the Purchaser by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, Internet website or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising.

(m)    The Purchaser understands and acknowledges that the certificate issued in connection with the purchase of the Shares shall be endorsed with the legend set forth below:

THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS COMMON STOCK IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

4.    Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers as follows:

(a)    The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company, its assets and/or operations.

(b)    The Company has the requisite power and authority to (i) carry on its business as presently conducted and as proposed to be conducted, and (ii) execute and deliver this Agreement and issue the Shares.

(c)    All action on the part of the Company and its officers necessary for the authorization, execution and delivery of this Agreement by the Company, for the performance of the Company’s obligations hereunder and for the issuance of the Shares, has been taken or will be taken prior to issuance thereof. This Agreement, when executed and delivered by the Company, will constitute the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights and general principles of equity.

(d)    The execution, delivery and performance by the Company of this Agreement, the issuance and delivery of the Shares, and the performance of the transactions contemplated by this Agreement: (i) have been duly authorized by all necessary corporate action of the Company; (ii) do not and will not violate or result in a violation of, conflict with or constitute or result in a default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of the certificate of incorporation or bylaws of the Company; (iii) do not and will not violate or result in a violation of, conflict with or constitute or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or loss of benefit under, any contract or obligation to which the Company is a party or by which its assets are bound, or cause the creation of any claim upon any of the assets of the Company, and do not and will not violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any judgment, injunction, writ, award, decree or order of any nature of, or any restriction imposed by, any court or governmental authority against, binding upon or otherwise applicable to the Company, or, to the Company’s knowledge, any provision of United States law, regulation or rule; (iv) do not and will not require from the Company any notice to, declaration or filing with, or consent or approval of any United States federal or state governmental authority (other than such filings as may be required with the SEC, any U.S. state securities authorities or the Nasdaq Capital Market (“Nasdaq”); and (v) do not and will not violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any permit, license or authorization to which the Company is a party or by which the Company is bound.

(e)    The Shares, when issued in accordance with the terms of this Agreement, will be duly and validly authorized, validly issued and fully paid and nonassessable, and will be free and clear of any liens or encumbrances, except as created pursuant to this Agreement; provided, however, that the Shares will be subject to certain restrictions on transfer under state and federal securities laws.

(f)    The authorized capital of the Company consists, immediately prior to the Closing, of:

(i) 100,000,000 shares of Common Stock, $0.001 par value per share, 3,226,145 of which are issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds approximately 10,607 shares of Common Stock in its treasury.

(ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share, of which (A) 5,000,000 have been designated as Series A Convertible Preferred Stock, 3,269,998 of which are issued and outstanding, and (B) 2,400,000 have been designated as Series B Convertible Preferred Stock, of which no shares are issued and outstanding. The rights, privileges and preferences of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are as stated in the Certificates of Designation filed by the Company with the Secretary of State of Nevada on December 3, 2015 and June 8, 2023, respectively, and as provided by Nevada Revised Statutes. The Company holds no Preferred Stock in its treasury.

(g)    Except as described in the Company’s SEC Reports (hereinafter defined), there is no litigation or governmental or administrative proceeding or investigation pending or, to the knowledge of the Company, threatened in writing against the Company or affecting the properties or assets of the Company, or against any of the Company’s officers, directors or key employees, nor, to the knowledge of the Company, has there occurred any event or does there exist any condition on the basis of which any such claim may be asserted, that has had or could reasonably be expected to have a material adverse effect on the Company, its assets, properties and/or operations.

(h)    The Company owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property (as defined below) without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, other than inventions assigned to or licensed by the Company, it will not be necessary to use any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company. Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted. The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including, but not limited to, any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this paragraph, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws. As used herein, “Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases that are owned or used by the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

(i)    The Company’s Common Stock is registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is listed on the Nasdaq. The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (and any amendments thereto filed prior to the date hereof) (the “Form 10-K”), Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and the Current Reports on Form 8-K and other reports filed by the Company with the SEC between January 1, 2024 and the Effective Date (collectively, the “SEC Reports”), constitute all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act, including pursuant to Sections 13, 14 or 15(d) thereof, since December 31, 2023. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Nothing has come to the attention of the Company since such respective dates that would indicate that the SEC Reports are not true and correct in all material respects as of the applicable dates thereof.

(j)    The audited financial statements of the Company (balance sheet and statements of operations, cash flow and shareholders’ equity, together with the notes thereto) for the fiscal year ended December 31, 2023 set forth in the Form 10-K contain the unqualified report of the Company’s independent certified public accountants (the “Company Financial Statements”), are true, complete and correct in all material respects, consistent in all material respects with the books and records of the Company, and have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis throughout the periods indicated. Except as may be otherwise specified in the Company Financial Statements or the notes thereto, the Company Financial Statements fairly present in all material respects the financial condition, operating results and cash flows of the Company as of the dates and for the periods indicated in accordance with GAAP. Nothing has come to the attention of the Company since such respective dates that would indicate that any such financial statements are not true and correct in all material respects as of the applicable dates thereof.

(k)    Except as set forth in the SEC Reports filed prior to the date hereof or as set forth in the Company Financial Statements, (a) since January 1, 2024, the Company has not participated in any transaction (including, without limitation, amendments to or changes in its Articles of Incorporation or Bylaws; incurrences, assumptions or guarantees of any debt for borrowed money; issuances or sales of securities, other than pursuant to compensatory plans; discharges or satisfactions of material liens; declarations or payments of dividends or distributions to stockholders; sales, assignments or transfers of material assets; waivers of any rights of substantial value; and material changes in officer compensation) material to the financial condition of the Company which is outside the ordinary course of business, (b) since January 1, 2024, the Company has not created or assumed any lien, mortgage or similar claim on an asset of the Company that is material to the Company and is outside of the ordinary course of business, (c) since January 1, 2024, there has not been any event, action, omission or other development or change that, individually or in the aggregate, has had a material adverse effect on the Company, its assets and/or operations, (d) since January 1, 2024, there has not occurred a material change in the Company’s accounting principles or practice except as required by reason of a change in GAAP, (e) since January 1, 2024, there has not occurred any resignation, termination or removal of any officer or director of the Company or loss of personnel of the Company or change in the terms and conditions of the employment of the Company’s officers or key personnel that has had or could reasonably be expected to have a material adverse effect on the Company, its assets and/or operations, and (f) since January 1, 2024, there has been no damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, have or would be reasonably likely to have, a material adverse effect on the Company, and its assets and/or operations.

(l)    The Company, (a) except where any failure has not had and could not reasonably be expected to have a material adverse effect on the Company, its assets and/or operations, has timely and properly filed all federal, state, local and foreign tax returns required to be filed by any of them through the date hereof and as of the Closing, and all such tax returns filed by the Company are true, correct and complete in all material respects; (b) has paid or caused to be paid all federal, state, local, foreign and other taxes, including without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll related taxes, withholding taxes, transfer taxes, and all deficiencies, or other additions to tax, interest, fines and penalties owed by any of them (collectively, “Taxes”), required to be paid by any of them through the date hereof and as of the Closing whether disputed or not, except Taxes that have not yet accrued or otherwise become due; and (c) and has not received notice of any audit or of any proposed deficiencies from the Internal Revenue Service or any other taxing authority (other than routine audits undertaken in the ordinary course and that have been finally resolved on or prior to the date hereof).

(m)    Except as disclosed in the SEC Reports, the Company holds all material authorizations, consents, approvals, franchises, licenses and permits required under applicable law or regulation for the operation of the business of the Company as presently operated.

5.    Further Assurances. Each party hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

6.    Miscellaneous.

(a)    At the Initial Closing, the Company shall pay the reasonable fees and expenses of Purchaser incurred in connection with this Agreement, in an amount equal to, in the aggregate, $50,000, with such amount to be deducted from the Purchase Price deliverable at the Initial Closing.

(b)    This Agreement may be amended, modified or supplemented only by a signed written agreement (referring specifically to this Agreement) between the Company and the Purchasers.

(c)    No failure on the part of either party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by each of the Company and the Purchasers.

(d)    This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to its subject matter.

(e)    In the event that any provision of this Agreement is determined to be invalid, unlawful, void or unenforceable to any extent, such provision or any portion thereof shall be interpreted to best reflect the parties’ intent, and the remainder of this Agreement shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

(f)    This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of law principles that could cause the law of another state to apply. THE PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN DALLAS COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(g)    The Agreement shall be binding upon each Purchaser, and each Purchaser’s heirs, estate, legal representatives, successors, and permitted assigns and shall inure to the benefit of the Company and its successors and assigns.

(h)    This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same agreement. Facsimile or .pdf signatures have the same force and effect as an original.

(i)    The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Company and the Purchasers have caused this Agreement to be executed on its or his behalf on the date(s) set forth below to be effective as of the Effective Date.

Company: BLACKBOXSTOCKS INC.
By:	/s/ Gust Kepler
	Gust Kepler
	President and Chief Executive Officer

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASERS FOLLOW]

PURCHASER SIGNATURE PAGES TO BLACKBOXSTOCKS INC.
STOCK PURCHASE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:   Quadrifoglio Holdings LLC                                                                                            

Signature of Authorized Signatory of Purchaser:   /s/ Derrick Chiu                                                            

Name of Authorized Signatory:   Derrick Chiu                                                                                                

Title of Authorized Signatory:    Manager                                                                                                        

Email Address of Authorized Signatory:   derrickchiu@rogers.com                                                            

Address for Notice to Purchaser:

2300 E Las Olas Blvd, FL 4 Ft. Lauderdale FL, 33301

Address for Delivery of Securities to Purchaser (if not same as address for notice):

2300 E Las Olas Blvd, FL 4 Ft. Lauderdale FL, 33301

Subscription Amount: $4.00                                     

Shares:    287,500                                                     

EIN Number: 83-4608814                                                         

[SIGNATURE PAGES CONTINUE]

PURCHASER SIGNATURE PAGES TO BLACKBOXSTOCKS INC.
STOCK PURCHASE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:   Gust Kepler                                                                                                                  

Signature of Authorized Signatory of Purchaser:  /s/ Gust Kepler                                                         

Name of Authorized Signatory:                                                                                                                    

Title of Authorized Signatory:                                                                                                                       

Email Address of Authorized Signatory:                                                                                            

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount: $  100,000                       

Shares:       25,000                                     

EIN Number:                                                              

[SIGNATURE PAGES CONTINUE]

EXHIBIT A

Purchasers	Price Per Share	Number of Shares	Consideration
Quadrifoglio Holdings LLC	$4.00	287,500	$1,150,000
Gust Kepler	$4.00	25,000	$100,000

EX-10.2

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	MISCELLANEOUS	6
13	LAW	6

THIS AGREEMENT is dated the                             1st day of July 2024

BETWEEN:

(1) BLACKBOXSTOCKS, INC. a company incorporated and registered in Nevada, whose headquarters is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 (Lender); and

(2) EVTEC ALUMINIUM LIMITED, a company incorporated and registered in England and Wales (company number 13182146), whose registered office is at Chelmarsh, Daimler Green, Coventry, England, CV6 3LT (Borrower).

AGREED TERMS:

1 DEFINITIONS, INTERPRETATION AND CONSTRUCTION

1.1 Definitions

In this agreement the following words and expressions shall, save where the context or the express provisions of this agreement otherwise requires or admits, have the following respective meanings:

Acquisition means the acquisition of the entire issued share capital of the Borrower by the Lender in accordance with the terms of the Definitive Agreement;

Approved Prospectus means a prospectus included as part of a registration statement on Form S-4 declared effective by the SEC in the United States setting out the details of the Acquisition and issuance of the Consideration Shares;

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, England;

Consideration Shares means the new shares of the Lender to be issued by the Lender in satisfaction of the consideration due to the shareholders of Borrower pursuant to the terms of the Definitive Agreement;

Conversion Amount means the amount of the Loan (and accrued interest) to be converted into Shares pursuant to clause 6 of this agreement;

Conversion Notice means a notice in accordance with clause 6 that the Lender wishes to convert the Outstanding Loan Amount into Shares;

Conversion Price means US$1,197.92 per Share;

Default Interest Rate means 15% per annum (compounded semi-annually);

Definitive Agreement the definitive Acquisition agreement among the Lender and the shareholders of Borrower;

Drawdown Date means the date of which the Loan is drawn in accordance with clause 2 of this agreement;

Event of Default means any of the events or circumstances described in clause 8;

Facility means up to US$1,150,000 principal amount with the Initial Loan Advance committed by the Lender and the balance to be advanced in accordance with clause 2 of this Agreement;

Final Repayment Date means the date falling 365 days from the Drawdown Date of the Loan;

Initial Loan Advance means US$850,000;

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Interest Rate means 12% per annum (compounded semi-annually);

Listing Completion Date means the day when (i) the Lender has completed the Acquisition of the entire issued share capital of the Borrower, by issue of the Consideration Shares, and (ii) the enlarged share capital of the Lender is listed for trading on the NASDAQ stock exchange;

Listing Date means (unless agreed otherwise by the Lender in writing) the date that is 3 Business Days prior to the Listing Completion Date;

Loan means the advances made or to be made by the Lender to the Borrower under this agreement or the principal amount outstanding for the time being of such advances;

Outstanding Loan Amount means the aggregate principal amount of the Loan together with all accrued interest outstanding from time to time under this agreement;

SEC means the United States Securities and Exchange Commission;

Shares means ordinary shares in the share capital of the Borrower;

US Dollars and US$ means United States Dollars, the lawful currency for the time being of the States of America

1.2 Interpretation and construction

In this agreement, unless the context otherwise requires:

1.2.1 clause headings are inserted for ease of reference only and are not to affect the interpretation of this agreement;

1.2.2 references to clauses are to clauses of this agreement;

1.2.3 reference to a person are to be construed to include corporations, firms, companies, partnerships, individuals, associations, states and administrative and governmental and other entities whether or not a separate legal entity;

1.2.4 references to any person are to be construed to include references to that person’s successors transferees and assigns whether direct or indirect, and this agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors, permitted assigns and permitted transferees;

1.2.5 references to any statutory provision are to be construed as references to that statutory provision as amended supplemented re-enacted or replaced from time to time (whether before or after the date of this agreement) and are to include any orders, regulations, instruments or other subordinated legislation made under or deriving validity from that statutory provision.

2 DRAWDOWN

2.1 The Lender grants to the Borrower a loan of an amount not exceeding the Facility, on the terms, and subject to the conditions, of this agreement.

2.2 The Loan will be available for drawing in two instalments on any Business Day prior to the Listing Completion Date.

2.3 The Borrower shall not be entitled to drawdown the Loan if at the Drawdown Date there shall be any breach of the provisions of this agreement.

2

3 INTEREST

3.1 Interest shall accrue on the Loan amount drawn-down at the Interest Rate from the applicable Drawdown Date.

3.2 Interest on the Loan shall accrue from day-to-day on the basis of a 365-day year and the actual number of days elapsed, and shall compound semi-annually.

3.3 If the Borrower fails to pay any amount payable under this agreement on its due date (including a failure to pay when due on demand), the Lender may charge interest on the overdue amount at the Default Interest Rate from the due date up to the date of actual payment.

4 REPAYMENT

4.1 Subject to the other provisions of this clause 4, the Borrower shall repay the Loan and any accrued interest, to the Lender in full on the Final Repayment Date.

4.2 Unless agreed otherwise in writing the Outstanding Loan Amount shall not be repaid by the Borrower prior to the Final Repayment Date without penalty.

4.3 No amount of the Loan prepaid or repaid may subsequently be redrawn.

5 PAYMENTS

All payments by the Borrower under this agreement shall be made in US Dollars to such bank account as the Lender may specify from time to time and without deduction, set-off or counterclaim (save as required by law).

6 CONVERSION

6.1 The Outstanding Loan Amount shall convert to Shares of the Borrower (such date being the “Conversion Date”) unless agreed otherwise in writing by the Lender, automatically on the Listing Date.

6.2 As soon as practicable after the Conversion Date, and in any event on or prior to the Listing Date:

6.2.1 the Borrower shall issue to the Lender (or its nominee) that number of fully paid Shares that is equal to the Conversion Amount divided by the Conversion Price, rounded upwards if necessary to the nearest whole Share:

6.2.2 the Borrower shall enter the name of the Lender (or its nominee) in its register of shareholders as the owner of those Shares;

6.2.3 the Borrower shall file a Form SH01 at Companies House in respect of the Shares being issued; and

6.2.4 the Borrower shall send a share certificate evidencing those Shares to the Lender (or its nominee),

6.3 If the Borrower complies with all of its obligations under this clause 6, the Loan shall be reduced by an amount equal to the Conversion Amount.

6.4 The Borrower shall procure that it has sufficient unissued Shares and all necessary shareholder consents and approvals as may be required to issue Shares to the Lender pursuant to this clause 6.

3

6.5 If the Borrower makes:

6.5.1.1 an issue of shares by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve to the holders of Shares);

6.5.1.2 a sub-division or consolidation of Shares;

6.5.1.3 a distribution in specie;

6.5.1.4 a repayment, return or distribution of capital (including a distribution of capital profits (whether realised or not) or capital reserves); or

6.5.1.5 any event similar to those described in the preceding paragraphs occurs,

then the Conversion Price shall be adjusted in such manner as determined in good faith by the Borrower to ensure that the Lender obtains the same economic benefit in the event that it exercises its conversion right under this Clause, as it would have done but for that event.

6.6 Where the Outstanding Loan Amount is converted into Shares in accordance with this clause 6, such conversion shall constitute a full and final discharge of the Borrower’s obligation to repay the relevant Conversion Amount.

7 WARRANTIES

7.1 The Borrower warrants to the Lender that:

7.1.1 it is a private limited company duly organised, validly existing and registered under the laws of England and Wales and has the power and all necessary governmental and other consents, approvals, licences and authorities to own its property and assets and carry on its business;

7.1.2 it is empowered to enter into and perform its obligations contained in this agreement and has taken all necessary action to authorise the execution, delivery and performance of this agreement;

7.1.3 no limit on its powers will be exceeded as a result of borrowing the Loan;

7.1.4 this agreement represents its legal and valid and binding obligations, enforceable in accordance with its terms;

7.1.5 the entry into, and performance by it of its obligations under, and the transactions contemplated by, this agreement do not and will not:

7.1.6 conflict with any law or regulation or any official or judicial order binding on it or any of its assets;

7.1.7 conflict with its memorandum and articles of association; or

7.1.8 conflict with any agreement or document which is binding on it;

7.1.9 no Event of Default has occurred and is subsisting, which has not been waived in writing by the Lender.

7.2 The warranties set out in clause 7.1 shall be deemed to be repeated on each day on which the Loan or any other amount due to the Lender pursuant this agreement remains outstanding, with reference to the facts and circumstances subsisting at the time at which they are repeated.

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8 EVENTS OF DEFAULT

8.1 Each of the following events shall constitute an Event of Default:

8.1.1 if the Borrower fails to pay any sum payable by it from time to time to the Lender on the due date for payment therefore;

8.1.2 the Borrower fails to comply with any of the terms and conditions set out in this agreement (other than failure to pay any sum due under this agreement when due) and such failure, if capable of remedy shall not have been remedied within 14 days after the earlier of (1) the Borrower becoming aware of such default and (2) the Lender giving such notice of such default to the Borrower;

8.1.3 the Borrower ceases or threatens to cease to carry on its business or a substantial part of its business;

8.1.4 the Borrower stops or suspends payment of any of its debts or is unable to, or admits its inability to, pay its debts as they fall due;

8.1.5 the Borrower commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its Indebtedness (because of actual or anticipated financial difficulties);

8.1.6 a moratorium is declared in respect of any Indebtedness of the Borrower;

8.1.7 any action, proceedings, procedure or step is taken in relation to:

8.1.7.1 the suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Borrower; or

8.1.7.2 a composition, compromise, assignment or arrangement with any creditor of the Borrower; or

8.1.7.3 the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets.

8.1.8 any event occurs in relation to the Borrower that is analogous to those set out in clause 8.1.4 to clause 8.1.7 (inclusive) in any jurisdiction;

8.2 If any Event of Default shall occur and be continuing then:

8.2.1 the Lender shall cease to be under any further commitment to the Borrower under this agreement; and

8.2.2 the Lender may at any time thereafter declare the Loan (or any part thereof) to be immediately due and payable or payable forthwith on demand.

9 COSTS AND EXPENSES

Up to an agreed cap of US$50,000, the Borrower shall on demand reimburse the Lender for all fees, costs and expenses (including legal fees, disbursements and value added or any similar tax) incurred by the Lender in connection with or, at Lender’s option, Lender may deduct such fees from a Loan Advance:

9.1 the negotiation, preparation, execution and completion of this agreement;

5

9.2 any amendment, supplement, variation, release, discharge, consent or waiver relating to this agreement; and

9.3 any preservation, exercise or enforcement of any rights or remedies under or in connection with this agreement.

10 NOTICES

10.1 Every notice, demand or other communication under this agreement shall be in writing and may be delivered personally or by agreement or email transmission as follows:

10.1.1 if to the Lender, to the address on page 1 of this agreement and/or the email address notified to the other party from time-to-time; and

10.1.2 if to the Borrower, to the address on page 1 of this agreement and/or the email address notified to the other party from time-to-time,

or, in either case, to such other address as may be notified in accordance with this clause by the relevant party to the other party for such purpose.

10.2 Any notice, communication or document made or delivered by one person to another under or in connection with this agreement will only be effective when it has been left at the relevant address, in the case of email the next Business Day after transmission, or 2 Business Days after being deposited in the post (first class postage prepaid) in an envelope addressed to it at that address.

11 ASSIGNMENT

Neither party may assign any of its rights (if any) or transfer any or all of its obligations hereunder to any person without the written consent of the other.

12 MISCELLANEOUS

12.1 No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. No waiver shall be effective unless it is in writing.

12.2 The rights and remedies of the Lender under this agreement are cumulative and not exclusive of its rights under the general law, may be exercised as often as necessary and may be waived only in writing. Any delay by the Lender in exercising or failure to exercise any such right or remedy is not a waiver of that right or remedy.

12.3 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party that exists or is available apart from that Act.

12.4 Any certificate or determination by the Lender of a rate or an amount payable under this agreement shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.

13 LAW

This agreement is governed by, and shall be construed in accordance with, English law.

6

IN WITNESS whereof this agreement is executed by the parties on the date set out above.

EXECUTED by BLACKBOXSTOCKS, INC.:	) )
	Signature
	Name

EXECUTED by a director of EVTEC ALUMINIUM LIMITED:	) )
	Signature of director
DAVID ROBERTS	Name of director

7

EX-99.1

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 closed a private placement of its common stock for aggregate proceeds in the amount of $1.25 million priced at $4.00 per share.

● Blackbox will invest $1.15 million into Evtec Aluminium and retain $100,000 for working capital for Blackbox.io, Inc., the Company’s wholly owned operating subsidiary.

● Blackbox is working with Evtec Aluminium to provide custom analytics and enterprise software solutions for their manufacturing operations.

● Evtec Aluminium will use the proceeds to fund its growth initiatives including capital expenditures to increase production capacity.

● Blackbox and Evtec amended the Share Exchange Agreement dated December 12, 2023 to increase the Blackbox percentage ownership of the combined company from 26.2% to 29.4% to reflect the investments into Blackbox and Evtec Aluminium and preserve the value for their shareholders.

The private placement was led by a $1.15 million investment by Quadrofoglio LLC. Blackbox CEO Gust Kepler is also participating in the private placement with an investment of $100,000.

“We are extremely pleased to announce this private placement,” commented Gust Kepler. “This latest round of investment, in which I am participating, demonstrates the strong confidence we have in our Company and the pending combination with Evtec Aluminium. While we work to conclude our exchange acquisition, we continue to enhance our fintech operations through our wholly owned subsidiary Blackbox.io. We plan to utilize our unique analytics technology to create enterprise solutions to assist Evtec Aluminium to achieve maximum efficiency in their manufacturing operations.”

David Roberts CEO of Evtec Aluminium added, “the investment by Blackboxstocks is strategically compelling for both companies and will provide resources for capital expenditures to support our growth initiatives.”

About Evtec Aluminium:

Evtec Aluminium is recognised as one of the world’s leading advanced aluminium castings and machining manufacturers supplying premium brand Original Equipment Makers (OEMS). It supplies a range of strategic auto parts on powertrain and EV packs. as well as body-in-white structural parts, from its world-class facilities in the UK. Their business focuses on premium luxury brands and a market transition to electric vehicles, with Jaguar Land Rover as its largest customer. As a result of significant change in the global supply chain for auto manufacturing in Great Britain that places an increased need for local sourcing of parts, Evtec is well positioned to expand both organically and through acquisition. For more information, go to: www.evtec-aluminium.com

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, analysing 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

XML

Document And Entity Information	Jul. 01, 2024
Document Information [Line Items]
Entity, Registrant Name	BLACKBOXSTOCKS INC.
Document, Type	8-K
Document, Period End Date	Jul. 01, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	0-55108
Entity, Tax Identification Number	45-3598066
Entity, Address, Address Line One	5430 LBJ Freeway, Suite 1485
Entity, Address, City or Town	Dallas
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	75240
City Area Code	972
Local Phone Number	726-9203
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BLBX
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001567900