REalloys Inc美国招股说明书（2026年3月9日版）

2,702,702 Shares ofCommon Stock We are offering 2,702,702 shares of our common stock, par value $0.001 per share (the “Common Stock”). We refer to the sale of theCommon Stock as the “Offering.” Our Common Stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ALOY.” On March 4, 2026, the lastreported sales price of our Common Stock on Nasdaq was $25.88 per share. Investing in our securities involves risks. You should read carefully and consider “Risk Factors” included in this prospectussupplement on page S-4 and in our accompanying prospectus beginning on page 5 and in the documents and information that Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined whether this prospectus supplement or the accompanying prospectus is truthful or complete. (1The underwriting discount is calculated using an average weighted sum of $1.11 per Share for investors sourced by the underwriters(2,349,037 Shares) and $0.2775 per Share for investors sourced by us (353,665 Shares). We refer you to “Underwriting” beginning Clear Street LLC (“Clear Street”) is purchasing 170,000 shares of Common Stock in this Offering for its own account. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 396,963 shares of our CommonStock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be Delivery of the shares of the Common Stock will be made on or about March 9, 2026. Muriel Siebert & Co., LLC PROSPECTUS SUPPLEMENT PROSPECTUS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of the Offering and also adds toand updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part consists of a prospectus dated February 10, 2025, included in theregistration statement on Form S-3 (No. 333- 284626). Since the accompanying prospectus provides general information about us,some of the information may not apply to this Offering. This prospectus supplement describes the specific details regarding this Neither we nor the underwriters are making an offer to sell the securities in jurisdictions where the offer or sale is not permitted. Thedistribution of this prospectus supplement and the accompanying prospectus and the offer and sale of our securities in certainjurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement andthe accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the securities and You should rely only on information contained in this prospectus supplement, the accompanying prospectus and thedocuments and information we incorporate by reference in this prospectus supplement and the accompanying prospectus. Wehave not authorized anyone to provide you with information that is different from that contained in this prospectussupplement. We are not offering to sell or seeking offers to buy shares of Common Stock in jurisdictions where offers and sales Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to the “Company,”“we,” “us,” “our” and “REalloys” refer to REalloys Inc., a Nevada corporation, and its consolidated subsidiaries. This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of thedocuments described herein, but reference is made to the actual documents for complete information. All of the summaries arequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This prospectus supplement and the accompanying prospectus, including documents incorporated by reference herein and therein,contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks anduncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. You canidentify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” the negative ofsuch terms, and other similar expressions that are intended to identify forward-looking statements. These forward-looking statements ●the Offering; ●our future financial performance; ●changes in the market for our products and services; and ●our ability to realize the inte