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What changed in reAlpha Tech Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of reAlpha Tech Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+677 added−738 removedSource: 10-K (2026-03-12) vs 10-K (2025-04-02)

Top changes in reAlpha Tech Corp.'s 2025 10-K

677 paragraphs added · 738 removed · 301 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

62 edited+83 added−85 removed15 unchanged
Biggest changeThe discontinuation of our rental business segment operations meets the criteria to be reported as discontinued operations (see “Note 16 – Discontinued Operations” for more information). 1 Business Segment The technology services segment is currently our only reportable segment following the approval by our board of directors to discontinue our rental business segment operations (see “Note 16 – Discontinued Operations” and “Note 17 – Segment Reporting” for more information).
Biggest changeAs a result, in the first quarter of 2025, our board of directors (the “Board”) approved the discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment and our technology services segment.
This substantial amount of debt maturing in a single year raises concerns about the refinancing of properties purchased at lower mortgage rates, potential increase loan default levels and broader economic repercussions.
This substantial amount of debt maturing in a single year raises concerns about the refinancing of properties purchased at lower mortgage rates, potential increase in loan default levels and broader economic repercussions.
We have a strong focus on research and development (“R&D”), which is pursued through our internal efforts as well as strategic acquisitions of and investments in AI-related companies through a balanced opportunistic approach that includes (i) organic, (ii) inorganic, and (iii) partner-driven components: ● Organic growth . Achieved through our own internal R&D efforts.
We have a strong focus on research and development (“R&D”), which is pursued through our internal efforts as well as strategic acquisitions of and investments in AI-related companies through a balanced opportunistic approach that includes (i) organic, (ii) inorganic and (iii) partner-driven components: ● Organic growth . Achieved through our internal R&D efforts.
AiChat also offers clients the ability to integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them to sell products via messaging channels such as WhatsApp Pay directly to their customers.
AiChat also offers customers the ability to integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them to sell products via messaging channels such as WhatsApp Pay directly to their customers.
Through these capabilities, AiChat is able to offer clients a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its AI agents and chatbot capabilities, to completing the purchase through WhatsApp. AiChat’s technology is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa.
Through these capabilities, AiChat is able to offer customers a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its AI agents and chatbot capabilities, to completing the purchase through WhatsApp. AiChat’s technology is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa.
ITEM 1. BUSINESS Overview We are a real estate technology company developing an end-to-end commission-free homebuying platform, which we have named reAlpha (hereinafter referred to as the “reAlpha platform”). Our goal is to offer through our AI-powered platform a more affordable, streamlined experience for those on the journey to homeownership.
ITEM 1. BUSINESS Overview We are a real estate technology company developing an end-to-end homebuying platform, which we have named reAlpha (hereinafter referred to as the “reAlpha platform”). Our goal is to offer, through our AI-powered platform, a more affordable, streamlined experience for those on the journey to homeownership.
Technologies like virtual tours and data analytics platforms can increase transparency for buyers and renters, allowing for more informed decision-making. ● Improved Accessibility . Proptech platforms can make access to the real estate market easier, particularly for first-time buyers or those in remote locations. ● Disruption of Traditional Models .
Technologies like virtual tours and data analytics platforms can increase transparency for buyers and sellers, allowing for more informed decision-making. ● Improved Accessibility . Proptech platforms can make access to the real estate market easier, particularly for first-time buyers or those in remote locations. ● Disruption of Traditional Models .
We intend to pursue opportunities to acquire proptech companies focused on providing technology or AI solutions for distinct stages of the real estate homebuying process, from property search, to mortgage or financings and post-closing services.
We intend to pursue opportunities to acquire proptech companies focused on providing technology or AI solutions for distinct stages of the homebuying process, from property search, to mortgage or financings and post-closing services.
Also, because the proptech market is currently a fragmented landscape, characterized by the presence of thousands of solutions, each addressing a specific component within the life cycle of a real estate asset, we intend to position ourselves as a leader in that industry by offering homebuyers an end-to-end platform, the reAlpha platform, that assists and guides homebuyers in every step of the homebuying journey process, including mortgage brokering, title and escrow services, market insights and other services and offerings provided through the reAlpha platform and Super App.
In addition, because the proptech market is currently a fragmented landscape, characterized by the presence of thousands of solutions, each addressing a specific component within the life cycle of a real estate asset, we intend to position ourselves as a leader in that industry by offering homebuyers an end-to-end platform, the reAlpha platform, that assists and guides homebuyers in every step of the homebuying journey process, including realty, mortgage brokering, title and escrow services, market insights and other services and offerings provided through the reAlpha platform and our iOS application (Real Estate Super App).
In the first quarter of 2024, we decided to halt these operations d ue to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted throughout the fiscal year 2024.
In the first quarter of 2024, we decided to halt these operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted throughout the fiscal year 2024.
As a result, we believe our success, in part, will depend on our ability to build and enhance our technology and artificial intelligence capabilities in a timely and efficient manner and to develop and introduce those technologies.
As a result, we believe our success, in part, will depend on our ability to build and enhance our technology and AI capabilities in a timely and efficient manner and to develop and introduce those technologies.
Before shifting our focus towards the development of our AI technologies and the reAlpha platform, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the property’s performance as a short-term rental.
Before shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the properties’ performance as a short-term rental.
The proptech market includes a wide range of innovative solutions that we believe have the potential to provide significant benefits to real estate professionals and in various aspects of such market, including: ● Increased Efficiency .
The proptech market includes a wide range of innovative solutions that we believe have the potential to provide significant benefits to real estate professionals, loan officers and in various aspects of the broader real estate market, including: ● Increased Efficiency .
For instance, the integration of digital tools such as virtual listing, viewing and online closings became increasingly common, streamlining the buying and selling process. This trend not only enhanced accessibility but also catered to changing consumer expectations for convenience and efficiency in real estate transactions.
Technological advances continued to reshape the real estate landscape in 2025. For instance, the integration of digital tools such as virtual listing, viewing and online closings became increasingly common, streamlining the buying and selling process. This trend not only enhanced accessibility but also catered to changing consumer expectations for convenience and efficiency in real estate transactions.
By strategically integrating these acquisitions into our portfolio of standalone offerings or under the reAlpha platform, we can leverage their capabilities, expertise and intellectual property to accelerate our growth and expand our competitive advantage in the market. ● Partner-driven growth . Achieved through strategic investments in start-up companies.
By strategically integrating these acquisitions into our portfolio of standalone offerings or under the reAlpha platform, we can leverage their capabilities, expertise and intellectual property to accelerate our growth and expand our competitive advantage in the market. ● Partner-driven growth . Achieved through strategic investments in start-up companies that complement our existing offerings and enhance our AI-centric growth strategy.
We are also subject to export control and trade sanctions laws and regulations in the EU, Singapore and other jurisdictions in which we and our subsidiaries may operate.
We are also subject to export control and trade sanctions laws and regulations in the European Union (the “EU”), Singapore and other jurisdictions in which we and our subsidiaries may operate.
Further, as part of our growth strategy, we intend to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business and our reAlpha platform.
As part of our growth strategy, we also plan to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business.
Additionally, in September 2024, we invested in XMore.AI, a company that provides AI-driven cybersecurity solutions that is creating an AI product that consolidates multiple cybersecurity tools into one place, which we expect to integrate in our business to bolster our cybersecurity efforts in the future.
(“XMore.AI”), a company that provides AI-driven cybersecurity solutions that is creating an AI product that consolidates multiple cybersecurity tools into one place, which we expect to integrate in our business to bolster our cybersecurity efforts in the future.
We focus on pursuing acquisitions of mainly revenue-generating entities falling into two primary categories: (i) services and (ii) products. ● Services. These acquisitions will serve the purpose of solidifying our core business of providing each distinct service related to the real estate homebuying process through the reAlpha platform.
We focus on pursuing acquisitions of mainly revenue-generating entities falling into two primary categories: (i) services and (ii) products. ● Services. These acquisitions will serve the purpose of solidifying our core business of providing homebuying services through the reAlpha platform.
Our non-provisional patent for “reAlpha BRAIN” filed on September 14, 2022, has also been abandoned; but we may try to revive the application, if permitted. 7 Trademarks Our U.S. trademark registrations and applications are reflected in the chart below. We are also using certain other marks that have not been registered, such as, reAlpha AI, Gena.AI, and reAlpha BRAIN.
Our non-provisional patent for “reAlpha BRAIN” filed on September 14, 2022, has also been abandoned; but we may apply for other patents in the future. Trademarks Our U.S. trademark registrations and applications are reflected in the chart below. We are also using certain other marks that have not been registered, such as reAlpha AI.
Recognizing that the field of AI is rapidly evolving, and to position ourselves as a leader in leveraging AI to drive growth and create value to our stockholders, we actively seek out opportunities to acquire either AI-driven technologies that complement our existing capabilities.
Achieved through strategic acquisitions of complementary businesses in the real estate and AI industries. Recognizing that the field of AI is rapidly evolving, and to position ourselves as a leader in leveraging AI to drive growth and create value to our stockholders, we actively seek out opportunities to acquire AI-driven technologies that complement our existing capabilities.
We may choose to add new or retire old trademarks for these technologies as the landscape of such technologies keeps changing rapidly. U.S. Trademark Registrations and Applications Mark Class(es) App. No. Filing Date Status Next Deadline (1) Applicant/Registrant ReAlpha 036, 037 90670051 2021-04-25 Registered 2027-11-30 reAlpha Tech Corp. Invest in real 036 90796901 2021-06-26 Registered 2028-04-12 reAlpha Tech Corp.
We may choose to add new or retire old trademarks for our technologies as we continue to grow our business. U.S. Trademark Registrations and Applications (1) Mark Class(es) Serial No. Filing Date Status Next Deadline (2) Applicant/Registrant ReAlpha 036, 037 90670051 2021-04-25 Registered 2027-11-30 reAlpha Tech Corp. Invest in real 036 90796901 2021-06-26 Registered 2028-04-12 reAlpha Tech Corp.
Trade Secrets and Contractual Protections Beyond formal registrations, we protect our proprietary methodologies, AI models, algorithms, and strategic data assets through strict internal controls. These protections include confidentiality agreements, employee invention assignment agreements, and non-disclosure agreements with business partners.
Patents We may apply for patents when applicable to try to protect intellectual property related to our technologies, algorithms and platforms. Trade Secrets and Contractual Protections Beyond formal registrations, we protect our proprietary methodologies, AI models, algorithms, and strategic data assets through strict internal controls. These protections include confidentiality agreements, employee invention assignment agreements, and non-disclosure agreements with business partners.
We intend to focus on entities that offer various services related to buying or selling properties, including, but not limited to, mortgage and financing services, title insurance and lookup, moving services, agencies/brokerages and escrow services. ● Products.
We intend to focus on entities that offer various services related to the homebuying journey, including, but not limited to, mortgage and financing services, title insurance and lookup, moving services and escrow services. ● Products.
Real Estate Technology Market The market in which we operate our business and the reAlpha platform is rapidly evolving, competitive and has relatively low barriers to entry. As a result, there are a number of established and emerging competitors in the proptech market.
Real Estate Technology Market The market in which we operate our business is rapidly evolving, competitive and has relatively low barriers to entry. As a result, there are a number of established and emerging competitors in the proptech market. For instance, we would face competition from other real estate platform companies such as Opendoor Technologies Inc.
The manner in which we may advertise our business, operations and reAlpha platform, among others, in various media channels may also be regulated by the Mortgage Acts and Practices Advertising Rule, which prohibits deceptive or false mortgage advertising. This broad and extensive supervisory and enforcement oversight will continue to occur in the future.
In addition, the manner in which we may advertise our business, operations and the reAlpha platform, among others, in various media channels may also be regulated by the Mortgage Acts and Practices Advertising Rule, which prohibits deceptive or false mortgage advertising.
We believe these entities will further enhance the reAlpha platform’s capabilities and improve the ability of our loan officers and real estate agents to complete transactions more efficiently, with the goal to be a comprehensive, end-to-end platform that will reduce overall costs related to purchasing a home.
We believe these entities will further enhance the reAlpha platform’s capabilities and improve the ability of our loan officers and real estate agents to complete transactions more efficiently, with the goal of offering a comprehensive, end-to-end platform that will streamline the homebuying process for customers.
Proptech solutions can streamline processes such as property search, transaction management, and property management, potentially leading to cost savings and improved operational efficiency for all its intended users, such as buyers, sellers, brokers, and investors. ● Enhanced Transparency .
Proptech solutions can streamline processes such as property search, transaction management, document collection, borrower communication and scheduling, potentially leading to cost savings and improved operational efficiency for all its intended users, such as buyers, sellers, real estate agents and loan officers. ● Enhanced Transparency .
In addition, Fannie Mae and Freddie Mac (collectively, the “GSEs”) and the Federal Housing Finance Agency (“FHFA”), Ginnie Mae, Federal Trade Commission (“FTC”), U.S. Department of Housing and Urban Development (“HUD”), Federal Housing Administration (“FHA”), Consumer and Finance Protection Bureau (“CFPB”), non-agency securitization trustees and others subject us to periodic reviews and audits.
In addition, the government-sponsored enterprises Fannie Mae and Freddie Mac and the Federal Housing Finance Agency, Ginnie Mae, the Federal Trade Commission (“FTC”), the U.S. Department of Housing and Urban Development, including the Federal Housing Administration, the CFPB, non-agency securitization trustees and others subject us to periodic reviews and audits.
We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies.
We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies. 2 reAlpha Nepal’s Software Development Services reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties.
To further facilitate our research and development efforts, as well as business operations, in 2021 we opened an international office located in Bengaluru, India operating under our wholly-owned subsidiary, reAlpha Techcorp Private Limited.
To further facilitate our research and development efforts, as well as business operations, in 2021 we opened reAlpha Techcorp Private Limited (“reAlpha India”), our international office located in Bengaluru, India operating under our majority-owned subsidiary. reAlpha India provides back-office support such as marketing, finance and accounting services.
(1) A trademark registration does not expire after a set period of time, and may remain in effect as long as the owner continues to use the trademark in commerce and timely files the required registration maintenance documents.
We may pursue additional trademark applications or discontinue use of certain marks in the ordinary course of business. (2) A trademark registration does not expire after a set period of time, and may remain in effect as long as the owner continues to use the trademark in commerce and timely files the required registration maintenance documents.
They provide back-office support such as marketing, search engine optimization, finance and accounting. 6 Competition and Competitive Strengths We face competition from different sources in our technology services segment. We believe that we will continue to face competition from other firms, including large technology companies and smaller, new real estate technology entrants while developing our AI-based technologies.
Competition and Competitive Strengths We face competition from different sources in our technology services segment. We believe that we will continue to face competition from other companies, including large technology companies and smaller, new real estate technology entrants while developing our AI-based technologies.
For instance, the maturity of such a large volume of commercial real estate debt can strain borrowers who may face difficulties refinancing or repaying these loans, potentially leading to an increase in defaults. This situation could trigger a ripple effect across the real estate market, impacting property values, investment decisions and overall market stability. ● Economic Uncertainty .
For instance, the maturity of such a large volume of commercial real estate debt can strain borrowers who may face difficulties refinancing or repaying these loans, potentially leading to an increase in defaults. ● Economic Uncertainty .
As we navigate the competitive landscape, we remain committed to continuously enhancing our technology offerings, fortifying our security measures, and leveraging cloud-based advantages. We believe that these efforts position us as a frontrunner in transforming the homebuying landscape through our AI-driven solutions. Intellectual Property We are currently developing multiple technologies. Rights to those technologies belong only to us.
As we navigate the competitive landscape, we remain committed to continuously enhancing our technology offerings, fortifying our security measures, and leveraging the advantages of AI-based technologies. 8 Intellectual Property We are currently developing multiple technologies. Rights to those technologies belong only to us.
This includes crafting compelling narratives, managing media relations, and generating positive coverage of our business. 8 Governmental Regulation Laws and Regulations Regarding our Business and Industry We operate in heavily regulated industries that are highly focused on consumer protection. This extensive regulatory framework we are subject to includes U.S. federal, state and local laws.
This includes crafting compelling narratives, managing media relations, and generating positive coverage of our business. Governmental Regulation We operate in heavily regulated industries that are highly focused on consumer protection.
This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment. As a result, in the first quarter of 2025, our board of directors approved to discontinue our short-term rental business operations entirely.
This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment.
Our Business Model and AI Technologies We are continuously working to commercialize, enhance and refine our AI technologies and the reAlpha platform to continue generating technology-derived revenue.
We are continuously working to commercialize, enhance and refine our AI technologies to support our homebuying services and technology services and to continue generating revenue.
Proptech Market Recent Trends and Developments According to a report by Ascendix, the total global proptech market size reached $40.58 billion in 2024, and they anticipate that this market may grow to an estimated value of $179.03 billion by 2034.
Proptech Market Recent Trends and Developments According to a report by Precedence Research, the total global proptech market size reached $47.08 billion in 2025, and Precedence Research anticipates that this market may grow to an estimated value of $185.31 billion by 2034.
For instance, we would face competition from other real estate platform companies such as Zillow (NASDAQ: Z), Rocket Mortgage, LLC (NYSE: RKT) (“Rocket Mortgage”) and Homes.com, as well as a range of emerging new entrants such as Tryhoma, Linkhome AI and FlyHomes, Inc. (“Flyhomes”).
(NASDAQ: OPEN) (“Opendoor”), Offerpad Solutions Inc. (NYSE: OPAD), Zillow (NASDAQ: Z) (“Zillow”), Rocket Mortgage, LLC (NYSE: RKT) (“Rocket Mortgage”) and Homes.com, as well as a range of emerging new entrants such as Tryhoma, Linkhome AI and FlyHomes, Inc. (“Flyhomes”).
The marketing department works closely with internal teams and external agencies to create engaging and informative content that showcases our value proposition, products, and services.
Our marketing department’s primary responsibilities include: ● managing all advertising and content creation efforts, including the development and execution of targeted marketing campaigns. The marketing department works closely with internal teams and external agencies to create engaging and informative content that showcases our value proposition, products, and services.
To achieve these objectives, we have made research and development investments and acquisitions to facilitate the development of our technologies, and we may explore in the future third-party licensing agreements. As an example, we acquired Naamche, a company that provides services related to the development of technology, AI and applications, as well as other technology support as needed.
To achieve these objectives, we have made research and development investments and acquisitions to facilitate the development of our technologies, and we may explore in the future third-party licensing agreements.
Furthermore, legislative changes aimed at increasing housing supply, including new regulations supporting accessory dwelling units, are expected to provide more affordable options for buyers in the coming years. Overall, while the real estate market in 2024 demonstrated resilience with rising prices and strong demand for suburban homes, it also grappled with affordability challenges and evolving buyer preferences.
Furthermore, legislative changes aimed at increasing the housing supply, including new regulations supporting accessory dwelling units, are expected to provide more affordable options for buyers in the coming years. Overall, the real estate market in 2025 reflected a combination of price stability, moderated demand, and continued affordability challenges amid evolving economic and market conditions.
The licensing process includes the submission of an application to the relevant state agency, a character and fitness review of key individuals, registration of application and documentation through the Nationwide Multistate Licensing System and Registry (“NMLS”), and an administrative review of our business operations. We are also supervised by regulatory agencies under U.S. state laws.
The licensing process includes the submission of an application to the relevant state agency, a character and fitness review of key individuals, registration of application and documentation through the Nationwide Multistate Licensing System and Registry (“NMLS”) or the applicable state mortgage regulator to ensure compliance with the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, and an administrative review of our business operations.
These platforms offer a variety of solutions and services to homebuyers, and we may compete with these companies in both the real estate mortgage brokerage industry or real estate technology market.
These platforms offer a variety of solutions and services to homebuyers, and we may compete with these companies in both the real estate mortgage brokerage industry or real estate technology market. 7 Key factors that affect our competitive position in the real estate technology market include: ● our technology’s features, quality and functionality being developed; ● security and trust; ● geographic availability of our real estate services; and ● brand quality and recognition.
We are constantly working to improve the reAlpha platform and develop new AI-based technologies with the goal of providing our customers with the best possible experience when using our reAlpha platform. ● Inorganic growth . Achieved through strategic acquisitions.
We are constantly working to improve the reAlpha platform, develop new and refine existing AI-based technologies, such as “Claire,” the AI-powered “Loan Officer Assistant” and “Engagement Agent,” and leverage technology to streamline the homebuying transaction process with the goal of providing our customers with the best possible experience when using our reAlpha platform. ● Inorganic growth .
These smaller investments and acquisitions serve as the initial steps towards expanding our footprint and realizing our vision for growth, and we intend to continue seeking opportunities in these industries to strengthen our position and ability to effectively compete in the industry we operate in.
These smaller investments and acquisitions serve as the initial steps towards expanding our footprint and realizing our vision for growth.
This transition resulted in a small change in market activity, mainly in the single-family home segment, while demand in certain segments like multifamily housing remains relatively stable. Nevertheless, the proptech market, which refers to the application of technology solutions within the real estate industry, has experienced growth and remained active during 2024.
This transition resulted in subdued sales at 30-year lows mainly in the single-family home segment, while multifamily market fundamentals were supported by continued renter demand and relatively stable occupancy levels. Nevertheless, the proptech market, which refers to the application of technology solutions within the real estate industry, experienced continued growth during 2025.
In order to advance such goal, we must grow our core business operations in the property technology market, or “proptech” market, by continuously innovating, improving and expanding the capabilities of our existing technology offerings, including the reAlpha platform, for such market.
In order to advance this goal, we plan to grow our core business operations in the property technology (“proptech”) market by continuously innovating, improving and expanding the capabilities of our existing technology offerings, including the reAlpha platform, for such market. 3 Our growth strategies are focused on strategically acquiring companies that complement our current offerings and facilitating the development and deployment of AI-based technologies to serve homebuyers in the real estate industry.
According to the Mortgage Bankers Association, approximately $957 billion of commercial real estate debt in the United States is maturing in 2025. The effect of this debt maturing could lead to significant challenges and impacts on the commercial real estate market and financial sector.
According to S&P Global Market Intelligence reports from late 2025, approximately $936 billion of U.S. commercial real estate mortgages mature in 2026, up 18.6% from 2025. The effect of this debt maturing could lead to significant challenges and impacts on the commercial real estate market and financial sector.
The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, mortgage brokering, digital title and escrow services within the platform. Our tagline: “No fees. Just keys. TM ” reflects our mission to eliminate traditional barriers to home ownership and make it more accessible and transparent.
The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, and certain services, including realty services, mortgage brokering services, and digital title and escrow services within the platform.
We continue to work diligently to assess and understand the implications of the regulatory environment in which we operate and the regulatory changes that we are facing.
We continue to work diligently to assess and understand the implications of the regulatory environment in which we operate and the regulatory changes that we are facing. We devote substantial resources to regulatory compliance, including operational and system costs, while at the same time striving to meet the needs and expectations of our customers.
The CFPB has been active in supervision and enforcement and continues to adopt new and amend existing regulations within its purview. Furthermore, our acquisition of AiChat and its operations in the APAC region has made us subject to certain foreign laws, regulations and rules which have additional and distinct oversight, supervision, and enforcement requirements.
Foreign Laws and Regulations Furthermore, our acquisitions of reAlpha Nepal and AiChat have made us subject to certain foreign laws, regulations and rules which have additional and distinct oversight, supervision, and enforcement requirements.
We recognize that the real estate and technology landscape is rapidly evolving, and as such, we remain committed to strengthening and expanding our intellectual property portfolio. By continuously developing, acquiring, and protecting our proprietary assets, we aim to maintain a competitive advantage while supporting the long-term growth of our business.
We recognize that the technology landscape is rapidly evolving, and as such, we remain committed to strengthening and expanding our intellectual property portfolio.
As of December 31, 2024, we had 42 full-time employees in the United States, 56 full-time employees in Nepal, 22 full-time employees in Southeast Asia, and 12 full-time employees in our India office. 10
As of December 31, 2025, we had 54 full-time employees in the United States, 32 full-time employees in Nepal, 14 full-time employees in Singapore, and 13 full-time employees in India.
Naamche, to date, has assisted us in research and development of our proprietary algorithms and other technologies. Additionally, through investments, we collaborate with other companies. For instance, in September 2021, we acquired a 25% stake in Carthagos Inc. (“Carthagos”), a company headquartered in Brazil. Carthagos provides services related to branding, marketing and design.
As an example, we acquired reAlpha Nepal in May 2024, a company that provides services related to the development of technology, AI and applications, as well as other technology support as needed. reAlpha Nepal, to date, has assisted us in research and development of our proprietary algorithms and other technologies. Additionally, through investments, we collaborate with other companies.
In 2024, 90 mergers and acquisitions were completed, down from 94 in 2023. Macroeconomic factors also play a major role in the demand and financing for real estate investments, and, in turn, a demand for solutions provided by proptech, which include: ● Interest Rates .
Proptech has the potential to disrupt traditional brokerage models, with online platforms offering more cost-effective alternatives. 5 Macroeconomic factors also play a major role in the demand and financing for real estate services, and, in turn, a demand for solutions provided by proptech, which include: ● Interest Rates .
Real Estate Market Recent Trends and Developments The real estate market in 2024 experienced changes primarily influenced by ongoing economic conditions and shifting consumer preferences. Despite persistent high mortgage rates, which averaged between 6% and 7%, the demand for single-family homes remained robust, resulting in a notable increase in U.S. home prices by 3.9% year-over-year.
Despite persistent high mortgage rates, which averaged between 6% and 7% for much of the year, demand for single-family homes remained relatively stable, contributing to a modest increase in U.S. home prices of approximately 1.7% year-over-year.
To advance such strategy, during 2024 we announced the acquisitions of Naamche, Inc. and its Nepal counterpart entity Naamche, Inc. Pvt. Ltd. (collectively, “Naamche”), AiChat Pte. Ltd (“AiChat”), Hyperfast Title LLC (“Hyperfast”) and Debt Does Deals, LLC (d/b/a Be My Neighbor) (“Be My Neighbor”), and, since the beginning of 2025, GTG Financial, Inc. (“GTG Financial”).
To advance such strategy, we have, in recent years, announced the acquisitions of reAlpha Nepal, AiChat, Hyperfast Title LLC (“Hyperfast”), Debt Does Deals, LLC (f/k/a Be My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”) and Prevu, Inc. and its subsidiaries (collectively, “Prevu”), as well as the proposed acquisition of InstaMortgage Inc.
GENA is not currently under active development but remains available to users for free. 3 Our Growth Strategies Our goal is to create sophisticated AI algorithms and tools that optimize the homebuying process for homebuyers.
Our Growth Strategies Our goal is to develop an end-to-end platform that streamlines homebuying transactions through integrated brokerage, mortgage brokering, and title services and utilizes sophisticated AI algorithms and tools that optimize the homebuying process for homebuyers.
The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including Truth in Lending Act (“TILA”), Real Estate Settlement Procedures Act (“RESPA”), Equal Credit Opportunity Act (“ECOA”), Fair Credit Reporting Act (“FCRA”), and the Fair Debt Collection Practices Act.
Our mortgage business must comply with a number of federal, state and local consumer protection laws including, among others, the Truth in Lending Act (“TILA”), RESPA, the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting Act (“FCRA”), the FHA, the Gramm-Leach-Bliley Act of 1999 (“GLBA”), the Electronic Fund Transfer Act, and the Homeowners Protection Act.
Governmental authorities and various U.S. federal and state agencies have broad oversight, supervision, and enforcement authority over our business. Because we are not a depository institution, we must comply with state licensing requirements to conduct our business.
This extensive regulatory framework includes U.S. federal, state and local laws and regulations, and corresponding governmental authorities, such as federal and state agencies, that have broad oversight, supervision, and enforcement authority over our business. We are also regulated by private real estate groups and/or trade organizations.
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The reAlpha platform assists homebuyers with tasks such as mortgage pre-approval, booking tours, sending offer letters and completing property acquisitions. The reAlpha platform also provides market insights, detailed property data, and uses large language models to answer queries and facilitate the homebuying process via a user-friendly, 24/7 web platform and iOS application.
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Our revenue model revolves around: (i) our homebuying services, which include realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees) directly to customers, mainly through the reAlpha platform, and (ii) our technology services, including software development services provided by our subsidiaries Naamche, Inc.
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The reAlpha platform’s capabilities are complemented and supported by licensed real estate agents with reAlpha Realty, LLC, our in-house brokerage firm, on a no-obligation and commission-free basis.
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(“U.S. Naamche”) and Realpha Nepal Pvt. Ltd. (f/k/a Naamche, Inc. Pvt. Ltd.) (“reAlpha Nepal Pvt Limited” and together with U.S. Naamche, “reAlpha Nepal”) to businesses and the AI-powered conversational platform provided to customers by our subsidiary, AiChat Pte. Ltd. (“AiChat”).
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Although the reAlpha platform is currently only available for homebuyers in 20 counties in Florida, we intend to expand its capabilities nationwide by the end of 2026 depending on numerous factors, including, among other things, our ability to acquire and maintain real estate and mortgage licenses in all 50 U.S. states and the District of Columbia, obtain additional MLS data, create and run successful marketing campaigns nationwide to gain brand recognition and increase our geographical reach and build a scalable technology infrastructure.
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(“InstaMortgage”), which would expand our mortgage operations by adding direct lending capabilities. Although we previously announced and completed the acquisition of GTG Financial, Inc. (“GTG” or “GTG Financial”) during the fiscal year ended December 31, 2025, GTG is no longer one of our subsidiaries as of August 21, 2025 (the “Rescission Date”).
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These acquisitions have added revenue, additional potential sources of revenue, technology services under our umbrella of product offerings, and, as further described below, additional operational and service-related capabilities to the reAlpha platform.
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For more information, see “Note 5–Business Combinations – Rescission of GTG Financial Acquisition” herein.
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For instance, as a result of the acquisition of Be My Neighbor and GTG Financial, our in-house mortgage brokerage that operates through the reAlpha platform is now licensed to operate, in 30 U.S. states. Additionally, because of our acquisition of Hyperfast, we now can offer title, closing and settlement services in 3 U.S. states.
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Homebuying Services Our homebuying services segment consists of our (i) realty services offered by our reAlpha Realty, LLC entities (collectively, “reAlpha Realty”) and Prevu; (ii) mortgage brokering services offered by reAlpha Mortgage and (iii) digital title and escrow services offered by Hyperfast.
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As a result of these acquisitions, consumers using the reAlpha platform have access to these services directly in the platform, both through the web platform and iOS application.
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These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking property tours, submitting offer letters, mortgage pre-approval and closing transactions.
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We expect to continue seeking additional strategic acquisitions that we believe will add additional sources of potential revenue and services to homebuyers using the reAlpha platform, including, but not limited to, home-showing companies, wholesale mortgage lenders, companies providing services for post-closing services (such as utility hookups, among others) and real estate brokerages.
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It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest. 1 We seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage, mortgage brokering, title and escrow services) within a single platform; the integration of AI into our homebuying services offerings and our rebate, which is further described below.
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Additionally, although we have already acquired two mortgage brokerage firms and a title company, we may consider further acquisitions of companies providing such services to increase the number of U.S. states we are licensed to operate in and the potential revenue opportunities associated with expanding our geographical markets and reach of the reAlpha platform.
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We have integrated AI into our homebuying services offerings through our development of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered tools for our loan officers.
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Our technology services segment offers and develops AI-based products and services to customers in various industries, including, but not limited to, real estate, retail, hospitality and education industries. Our technology development efforts are currently focused on the development and enhancement of the reAlpha platform.
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“Claire” is powered by large language models and provides real-time customer support by answering questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface. “Claire” is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to our Business and Operations ● We have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to accomplish our business objectives; ● We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability; ● We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations; ● Our ability to integrate any acquisitions successfully; ● We may utilize a significant amount of indebtedness in the operation of our business; ● The inability to protect our intellectual property rights could harm our reputation, damage our business or interfere with our competitive position; ● Our ability to retain our executive officers and other key personnel of our advisors and their affiliates; ● Contingent or unknown liabilities could adversely affect our financial condition, cash flows and operating results; ● Compliance with governmental laws, regulations and covenants that are applicable to our business and industries or that may be passed in the future, including those related to the operations of brokerages, title service companies, and other real estate services, as well as permit, license and zoning requirements, may adversely affect our business operations and financial condition; ● Our business is subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters.
Biggest changeRisks Related to Our Business and Operations ● We have a limited operating history, which may adversely affect us. ● We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability. ● If we are unable to successfully identify, consummate or integrate acquisitions into our operations, our business, results of operations, and financial condition could be adversely affected. ● We may be unable to obtain financing through the debt and equity markets on terms favorable to us or at all, which would have a material adverse effect on our growth strategy, our financial condition and results of operations. ● We have integrated, and intend to continue to integrate, AI in our operations and services which may result in operational challenges, compliance challenges, reputational concerns, privacy risks and competitive risks, which could have material adverse effects on our financial condition, results of operations, or reputation. ● We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and any actual or perceived failure to comply with these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable publicity ● Our financial results are highly dependent on broader macroeconomic and U.S. residential real estate market conditions, which are seasonal and cyclical in nature. ● Our business is subject to various laws and regulations, including financial protections and securities laws. ● Our financial condition raises substantial doubt as to our ability to continue as a going concern. 13 Risk Factors Related to the Proposed Merger with InstaMortgage ● If the conditions to the Proposed Merger are not satisfied or waived prior to the Outside Date, the Proposed Merger may be delayed or may not occur. ● Failure to complete, or delays in completing, the Proposed Merger could materially and adversely affect our results of operations, business, financial results and/or common stock price. ● To the extent we consummate the Proposed Merger, we may not be able to successfully integrate the business and operations of InstaMortgage or other entities that we have acquired or may acquire in the future into our ongoing business operations, which may result in our inability to fully realize the intended benefits of this proposed transaction, or may disrupt our current operations, which could have a material adverse effect on our business, financial position and/or results of operations.
As such, an export license may be required to export or re-export our technology and services to certain countries or end-users, or for certain end-uses, especially AI technologies, such as those involving sensitive customer data or proprietary algorithms.
As such, an export license may be required to export or re-export our technology and/or services to certain countries and/or end-users, and/or for certain end-uses, especially AI technologies, such as those involving sensitive customer data or proprietary algorithms.
Foreign Corrupt Practices Act (“FCPA”) and other laws in the United States and elsewhere that prohibit improper payments or offers of payments to foreign governments and their officials, political parties, state-owned or controlled enterprises, and/or private entities and individuals for the purpose of obtaining or retaining business.
Foreign Corrupt Practices Act (“FCPA”) and other laws in the United States and elsewhere that prohibit improper payments or offers of payments to foreign governments and/or their officials, political parties, state-owned or controlled enterprises, and/or private entities and/or individuals for the purpose of obtaining or retaining business.
Additionally, we may in the future be involved in claims, suits, regulatory proceedings, and other proceedings involving alleged infringement, misuse, or misappropriation of third-party intellectual property rights, or relating to our intellectual property holdings and rights.
Additionally, we may, in the future, be involved in claims, suits, regulatory proceedings, and/or other proceedings involving alleged infringement, misuse, and/or misappropriation of third-party intellectual property rights, or relating to our intellectual property holdings and rights.
Intellectual property claims against us, regardless of merit, could be time consuming and expensive to litigate or settle and could divert our management’s attention and other resources.
Intellectual property claims against us, regardless of merit, could be time consuming and expensive to litigate and/or settle and could divert our management’s attention and divert other resources.
We may also be required to develop alternative non-infringing technology, content, branding, or business methods, which could require significant effort and expense and make us less competitive. Any of these results could materially adversely affect our ability to compete and our business, results of operations, and financial condition.
We may also be required to develop alternative non-infringing technology, content, branding, and/or business methods, which could require significant effort and expense and make us less competitive. Any of these results could materially adversely affect our ability to compete and our business, results of operations and financial condition.
We may not be able to effectively develop AI technology-driven products and services or be successful in marketing these products and services to our customers, or effectively deploy new technologies to improve efficiency. In addition, we depend on internal and outsourced technology to support all aspects of our business operations.
We may not be able to effectively develop AI technology-driven products and services or be successful in marketing these products and/or services to our customers or effectively deploy new technologies to improve efficiency. In addition, we depend on internal and outsourced technology to support all aspects of our business operations.
Any of the following factors could reduce the volume of residential real estate transactions, cause a decline in the prices at which homes are bought and sold, or otherwise adversely affect the industry and harm our business: ● seasonal or cyclical downturns in the U.S. residential real estate industry, which may be due to a single factor, or a combination of factors, listed below, or factors which are currently not known to us or that have not historically affected the industry; ● slow economic growth or recessionary conditions; ● increased unemployment rates or stagnant or declining wages; ● inflationary conditions; ● low consumer confidence in the economy or the U.S. residential real estate industry; ● consumer hesitancy to spend or take on debt due to economic uncertainty; ● adverse changes in local or regional economic conditions in the markets that we serve, particularly our top-10 markets and markets into which we are attempting to expand; ● increased mortgage rates, reduced availability of mortgage financing, or increased down payment requirements; ● low home inventory levels, which may result from zoning regulations, higher construction costs including those resulting from potential tariffs, and housing market uncertainty that discourages some home sellers, among other factors; ● lack of affordably priced homes, which may result from home prices growing faster than wages, among other factors; ● volatility and general declines in the stock market or lower yields on individuals’ investment portfolios; 27 ● increased barriers to, or expenses associated with, home ownership, including the unavailability of insurance or rising insurance costs that may result from more frequent and severe natural disasters and inclement weather; ● newly enacted and potential federal, state, and local legislative actions, as well as new judicial decisions, that would affect the residential real estate industry generally or in our top-10 markets, including (i) actions or decisions that would increase the tax liability arising from buying, selling, or owning real estate; (ii) actions or decisions that would change the way real estate brokerage commissions are negotiated, calculated, or paid; (iii) actions or decisions that would discourage individuals from owning, or obtaining a mortgage on, more than one home; and (iv) potential reform relating to Fannie Mae, Freddie Mac, and other government sponsored entities that provide liquidity to the mortgage market; ● loss in confidence in the debt, obligations, or operations in the U.S. government, or a shutdown of the U.S. government, which could impact broader credit markets or economic activity; ● changes that cause U.S. real estate to be more expensive for foreign purchases, such as (i) increases in the exchange rate for the U.S. dollar compared to foreign currencies and (ii) foreign regulatory changes or capital controls that make it more difficult for foreign purchasers to withdraw capital from their home countries or purchase and hold U.S. real estate; ● changed generational views on homeownership and generally decreased financial resources available for purchasing homes; and ● war, terrorism, political uncertainty, competing priorities of the new presidential administration, natural disasters, inclement weather, health epidemics or pandemics, and acts of God, and the effects of such events on the U.S. residential real estate market.
Any of the following factors could reduce the volume of residential real estate transactions, cause a decline in the prices at which homes are bought and sold, or otherwise adversely affect the industry and harm our business: ● seasonal or cyclical downturns in the U.S. residential real estate industry, which may be due to a single factor, or a combination of factors, listed below, or factors which are currently not known to us or that have not historically affected the industry; ● slow economic growth or recessionary conditions; ● increased unemployment rates or stagnant or declining wages; ● inflationary conditions; ● low consumer confidence in the economy or the U.S. residential real estate industry; 31 ● consumer hesitancy to spend or take on debt due to economic uncertainty; ● adverse changes in local or regional economic conditions in the markets that we serve, particularly our top-10 markets and markets into which we are attempting to expand; ● increased mortgage rates, reduced availability of mortgage financing, or increased down payment requirements; ● low home inventory levels, which may result from zoning regulations, higher construction costs including those resulting from potential tariffs, and housing market uncertainty that discourages some home sellers, among other factors; ● lack of affordably priced homes, which may result from home prices growing faster than wages, among other factors; ● volatility and general declines in the stock market or lower yields on individuals’ investment portfolios; ● increased barriers to, or expenses associated with, home ownership, including the unavailability of insurance or rising insurance costs that may result from more frequent and severe natural disasters and inclement weather; ● newly enacted and potential federal, state, and local legislative actions, as well as new judicial decisions, that would affect the residential real estate industry generally or in our top-10 markets, including (i) actions or decisions that would increase the tax liability arising from buying, selling, or owning real estate; (ii) actions or decisions that would change the way real estate brokerage commissions are negotiated, calculated, or paid; (iii) actions or decisions that would discourage individuals from owning, or obtaining a mortgage on, more than one home; and (iv) potential reform relating to Fannie Mae, Freddie Mac, and other government sponsored entities that provide liquidity to the mortgage market; ● loss in confidence in the debt, obligations, or operations in the U.S. government, or a shutdown of the U.S. government, which could impact broader credit markets or economic activity; ● changes that cause U.S. real estate to be more expensive for foreign purchases, such as (i) increases in the exchange rate for the U.S. dollar compared to foreign currencies and (ii) foreign regulatory changes or capital controls that make it more difficult for foreign purchasers to withdraw capital from their home countries or purchase and hold U.S. real estate; ● changed generational views on homeownership and generally decreased financial resources available for purchasing homes; and ● war, terrorism, political uncertainty, competing priorities of the new presidential administration, natural disasters, inclement weather, health epidemics or pandemics, and acts of God, and the effects of such events on the U.S. residential real estate market.
Third parties we may engage for key services, such as software development, marketing, investor relations and others, may be subject to a variety of laws and regulations that involve matters such as: privacy; data protection; personal information; rights of publicity; content; marketing; distribution; data security; data retention and deletion; electronic contracts and other communications; consumer protection; and online payment services.
The third parties we may engage for key services, such as software development, marketing, investor relations and others, may be subject to a variety of laws and regulations that involve matters such as: privacy; data protection; personal information; rights of publicity; content; marketing; distribution; data security; data retention and deletion; electronic contracts and other communications; consumer protection; and online payment services.
These laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, require significant management time and attention, and subject our service providers, and us, to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.
These laws and regulations, as well as any associated inquiries and/or investigations and/or any other government actions, may be costly to comply with, result in negative publicity, require significant management time and attention, and/or subject our service providers, and us, to remedies that may harm our business, including fines or demands or orders that we modify or cease certain existing business practices.
As a result, we intend to continue to spend significant resources maintaining, developing, and enhancing our technologies and platform; however, these efforts may be more costly than expected and may not be successful. For example, we may not make the appropriate investments in new technologies, which could materially adversely affect our business, results of operations, and financial condition.
As a result, we intend to continue to spend significant resources maintaining, developing, and enhancing our technologies and the reAlpha platform; however, these efforts may be more costly than expected and may not be successful. For example, we may not make the appropriate investments in new technologies, which could materially adversely affect our business, results of operations, and financial condition.
The rapid evolution of AI will require the application of significant resources to design, develop, test and maintain our technology and products to help ensure that AI is implemented in accordance with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.
The rapid evolution of AI will require the application of significant resources to design, develop, test and maintain our technology and products and/or services to help ensure that AI is implemented in accordance with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.
Subject to and in accordance with the terms of the Certificate of Designation, each share of Series A Preferred Stock is convertible into one share of our common stock at the election of the holder during the initial 3 year-period following the issuance of such share of Series A Preferred Stock, and each share is automatically convertible at the end of such 3-year period following the issuance thereof, subject to certain beneficial ownership limitations.
Subject to and in accordance with the terms of the Certificate of Designation, each share of Series A Preferred Stock is convertible into one share of our common stock at the election of the holder during the initial three year-period following the issuance of such share of Series A Preferred Stock, and each share is automatically convertible at the end of such 3-year period following the issuance thereof, subject to certain beneficial ownership limitations.
Our exposure to these risks may be increased as a result of evolving our core source code base, introducing new offerings, integrating acquired-company technologies, or making other business changes, including in areas where we do not currently compete.
Our exposure to these risks may be increased as a result of evolving our core source code base, introducing new offerings, integrating acquired-company technologies, and/or making other business changes, including in areas where we do not currently compete.
We may not successfully detect and prevent fraud, misconduct, incompetence or theft by our third-party service providers. In addition, any removal or termination of third-party service providers would require us to seek new vendors or providers, which would create delays and adversely affect our operations.
We may not successfully and/or promptly detect and prevent fraud, misconduct, incompetence and/or theft by our third-party service providers. In addition, any removal or termination of third-party service providers would require us to seek new vendors or providers, which would create delays and adversely affect our operations.
We can issue and have issued shares of preferred stock, which may adversely affect the rights of holders of our common stock. Our certificate of incorporation authorizes us to issue up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time-to-time by our board of directors.
We can issue and have issued shares of preferred stock, which may adversely affect the rights of holders of our common stock. Our certificate of incorporation authorizes us to issue up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time-to-time by our Board.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends to the holders of common stock in the foreseeable future.
We may in the future fail to secure or maintain at all times all required export authorizations, which could have negative consequences on our business, including reputational harm, government investigations and civil and criminal penalties.
We may in the future fail to secure or maintain at all times all required export authorizations, including licenses, which could have negative consequences on our business, including reputational harm, government investigations and civil and/or criminal penalties.
Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940, as amended, or the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
Under Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (as amended, the “1940 Act”), a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
While we have experienced some revenue growth over recent periods, we may not be able to sustain or increase our growth or achieve profitability in the future. We intend to continue to invest diligently in sales and marketing efforts.
While we have experienced revenue growth over recent periods, we may not be able to sustain or increase our growth or achieve profitability in the future. We intend to continue to invest diligently in sales and marketing efforts.
The success of our mobile website and mobile application could also be harmed by factors outside of our control, such as: ● increased costs to develop, distribute, or maintain our mobile website or mobile application; ● changes to the terms of service or requirements of a mobile application store that requires us to change our mobile application development or features in an adverse manner; and ● changes in mobile operating systems, such as Apple’s iOS and Google’s Android, that disproportionately affect us, degrade the functionality of our mobile website or mobile application, require that we make costly upgrades to our technology offerings, or give preferential treatment to competitors’ websites or mobile applications.
The success of our mobile website and iOS application could also be harmed by factors outside of our control, such as: ● increased costs to develop, distribute, or maintain our mobile website or mobile application; ● changes to the terms of service or requirements of a mobile application store that requires us to change our mobile application development or features in an adverse manner; and ● changes in mobile operating systems, such as Apple’s iOS, that disproportionately affect us, degrade the functionality of our mobile website or mobile application, require that we make costly upgrades to our technology offerings, or give preferential treatment to competitors’ websites or mobile applications.
We may receive in the future communications from third parties, including practicing and non-practicing entities, claiming that we have infringed, misused, or otherwise misappropriated their intellectual property rights, including alleged patent infringement.
We may, in the future, receive communications from such third parties, including practicing and non-practicing entities, claiming that we have infringed, misused, or otherwise misappropriated their intellectual property rights, including alleged patent infringement.
The loss of one or more of these key personnel or business partners, or a significant change in the terms of our relationship with them, could disrupt our business operations and negatively impact our financial performance.
The loss of one or more of these key business partners, or a significant change in the terms of our relationship with them, could disrupt our business operations and negatively impact our financial performance.
Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights superior to those of holders of our common stock.
Accordingly, our Board is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights superior to those of holders of our common stock.
Given the ongoing disputes with GYBL, the exercise price of the GEM Warrants have not been adjusted pursuant to the GEM Warrant’s terms while these disputes are pending, and, to the extent any shares of common stock are sold pursuant to an equity offering, for instance, at a price per share that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM Warrants pending resolution of such disputes.
Given the ongoing disputes with GYBL, the exercise price of the GEM Warrants has not been adjusted pursuant to the GEM Warrant’s terms while these disputes are pending, and, to the extent any shares of common stock are sold pursuant to an equity offering, for instance, at a price per share that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM Warrants pending resolution of such disputes.
We may not be able to consistently provide a rewarding customer experience on mobile devices and, as a result, customers we meet through the mobile application of reAlpha may not choose to use our services at the same rate as customers we interact through the reAlpha platform. 32 As new mobile devices and mobile operating systems are released, we may encounter problems in developing or supporting our mobile website or mobile application for them.
We may not be able to consistently provide a rewarding customer experience on mobile devices and, as a result, customers we meet through the mobile application of reAlpha may not choose to use our services at the same rate as customers we interact through the reAlpha platform. 35 As new mobile devices and mobile operating systems are released, we may encounter problems in developing or supporting our mobile website or mobile application for them.
Even though we believe we utilize appropriate duplication and back-up procedures, a significant outage in telecommunications, the internet or at our third-party service providers could negatively impact our operations. Security breaches and other disruptions could compromise our information systems and expose us to liability, which would cause our business and reputation to suffer.
Even though we believe we utilize appropriate security measures, including duplication and back-up procedures, a significant outage in telecommunications, the internet or at our third-party service providers could negatively impact our operations. Security breaches and other disruptions could compromise our information systems and expose us to liability, which would cause our business and reputation to suffer.
If we were unsuccessful, and if cryptocurrencies are determined to constitute a security for purposes of the federal securities laws, then we would have to register as an investment company, and the additional regulatory restrictions imposed by 1940 Act could adversely affect the market price of cryptocurrencies and in turn adversely affect the market price of our common stock. 44 ITEM 1B.
If we were unsuccessful, and if cryptocurrencies are determined to constitute a security for purposes of the federal securities laws, then we would have to register as an investment company, and the additional regulatory restrictions imposed by 1940 Act could adversely affect the market price of cryptocurrencies and in turn adversely affect the market price of our common stock. 45 ITEM 1B.
Factors that may affect the volatility of our stock price include the following: ● anticipated or actual fluctuations in our quarterly or annual operating results; ● fluctuations in interest rates; ● our success, or lack of success, in developing and marketing our products and services; ● terrorist attacks, natural disasters and the effects of climate change, regional and global conflicts, sanctions, laws and regulations that prohibit or limit operations in certain jurisdictions, public health crises (such as the COVID-19 pandemic) or other such events impacting countries where we have operations; 35 ● changes in macroeconomic conditions, including inflationary pressures; ● changes in financial estimates by us or of securities or industry analysts; ● the issuance of new or updated research reports by securities or industry analysts ● the announcement of new products, services, or technological innovations by us or our competitors; ● the announcement of new customers, partners or suppliers; ● the ability to collect our outstanding accounts receivable; ● changes in our executive leadership; ● regulatory developments in our industry affecting us, our customers or our competitors; ● competition; ● actual or purported “short squeeze” trading activity; and ● the sale or attempted sale of a large amount of common stock, including sales of common stock following exercises of outstanding warrants.
Factors that may affect the volatility of our stock price include the following: ● anticipated or actual fluctuations in our quarterly or annual operating results; ● fluctuations in interest rates; ● our success, or lack of success, in developing and marketing our products and services; ● terrorist attacks, natural disasters and the effects of climate change, regional and global conflicts, sanctions, laws and regulations that prohibit or limit operations in certain jurisdictions, public health crises or other such events impacting countries where we have operations; ● changes in macroeconomic conditions, including inflationary pressures; ● changes in financial estimates by us or of securities or industry analysts; ● the issuance of new or updated research reports by securities or industry analysts; ● the announcement of new products, services, or technological innovations by us or our competitors; ● the announcement of new customers, partners or suppliers; ● the ability to collect our outstanding accounts receivable; ● changes in our executive leadership; ● regulatory developments in our industry affecting us, our customers or our competitors; ● competition; ● actual or purported “short squeeze” trading activity; and ● the sale or attempted sale of a large amount of common stock, including sales of common stock following exercises of outstanding warrants.
They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our mortgage business’s ability to comply with the new rules by their effective dates, could be detrimental to their business.
They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our mortgage business’ ability to comply with the new rules by their effective dates, could be detrimental to our business.
Compliance with applicable regulatory requirements regarding the export of our services, including new releases and/or the performance of services, may create delays in the introduction of our services in non-U.S. markets, prevent our customers with non-U.S. operations from deploying these services throughout their global systems or, in some cases, prevent the export of the services to some countries altogether.
Compliance with applicable legal and regulatory requirements regarding the export of our goods and services, including new releases and/or the performance of services, may create delays in the introduction of our services in non-U.S. markets, prevent our customers with non-U.S. operations from deploying these services throughout their global systems and/or, in some cases, prevent the export of the goods and/or services to some countries altogether.
Brand recognition among our investor community may be limited, particularly with those community members who are not actively engaged with our Company or have not closely followed our progress. As a result, there is a risk that the demand for our shares may be constrained by the lack of widespread brand recognition and investor awareness.
Brand recognition among our investor community may be limited, particularly with those community members who are not actively engaged with us or have not closely followed our progress. As a result, there is a risk that the demand for our shares may be constrained by the lack of widespread brand recognition and investor awareness.
We intend to acquire cryptocurrencies on an ongoing basis, which may subject us to exchange risk and additional tax, legal, and regulatory requirements.
We may acquire cryptocurrencies on an ongoing basis, which may subject us to exchange risk and additional tax, legal, and regulatory requirements.
Obtaining the necessary export license for a particular sale or offering may not be possible, may be time-consuming, and may result in the delay or loss of sales opportunities. In addition, compliance with the directives of the Directorate of Defense Trade Controls (“DDTC”) may result in substantial expenses and diversion of management attention.
Obtaining the necessary export license for a particular sale or offering may not be possible, may be time-consuming, and may result in the delay or loss of sales opportunities. In addition, compliance with the directives of the Department of State’s Directorate of Defense Trade Controls (“DDTC”) may result in substantial expenses and diversion of management attention.
Developing or supporting our mobile website or mobile application for new devices and their operating systems may require substantial time and resources.
Developing or supporting our mobile website or iOS application for new devices and their operating systems may require substantial time and resources.
If we fail to accurately report and present non-GAAP financial measures, together with our financial results determined in accordance with GAAP, investors may lose confidence and our stock price could decline. Additionally, stockholders may consider GAAP measures to be more relevant to our operating performance than the non-GAAP financial measures we present.
If we fail to accurately report and present non-U.S. GAAP financial measures, together with our financial results determined in accordance with U.S. GAAP, investors may lose confidence and our stock price could decline. Additionally, stockholders may consider U.S. GAAP measures to be more relevant to our operating performance than the non-U.S. GAAP financial measures we present.
If we are unable to deliver a rewarding experience on mobile devices, whether through our mobile website or mobile application, we may be unable to attract and retain customers. Developing and supporting the reAlpha platform in a website and mobile application across multiple operating systems and devices requires substantial time and resources.
If we are unable to deliver a rewarding experience on mobile devices, whether through our mobile website or iOS application, we may be unable to attract and retain customers. Developing and supporting the reAlpha platform on a website and iOS application across multiple operating systems and devices requires substantial time and resources.
Our competitors are adopting aspects of our business model, which could affect our ability to differentiate our offerings from competitors. Increased competition could result in reduced demand for our platforms and technologies, slow our growth, and materially adversely affect our business, results of operations, and financial condition.
Our competitors are adopting aspects of our business model, which could affect our ability to differentiate our offerings from competitors. Increased competition could result in reduced demand for our platform and technologies, slow our growth, and materially adversely affect our business, results of operations, and financial condition.
Such inadvertent use of open source software could expose us to claims of non-compliance with the applicable terms of the underlying licenses, which could lead to unforeseen business disruptions, including being restricted from offering parts of our product which incorporate the software, being required to publicly release proprietary source code, being required to re-engineer parts of our code base to comply with license terms, or being required to extract the open source software at issue.
Such inadvertent use of open-source software could expose us to claims of non-compliance with the applicable terms of the underlying licenses, which could lead to unforeseen business disruptions, including being restricted from offering parts of our product(s) which incorporate the software, being required to publicly release proprietary source code, being required to re-engineer parts of our code base to comply with specific license terms, and/or being required to extract the open-source software at issue.
There may be intellectual property rights held by others, including issued or pending patents, trademarks, and copyrights, and applications of the foregoing, that they allege cover significant aspects of our technologies, content, branding, or business methods.
There may be intellectual property rights held by others, including issued or pending patents, trademarks, and copyrights, and applications of the foregoing, that they allegedly cover significant aspects of our technologies, content, branding, and/or business methods.
As a result, we could be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack, or a circumstance that disrupted access to telecommunications, the internet or operations at our third-party service providers, including viruses or experienced computer programmers that could penetrate network security defenses and cause system failures and disruptions of operations.
As a result, we could be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack, or a circumstance that disrupted access to telecommunications, the internet and/or operations at our third-party service providers, including viruses and/or experienced computer programmers that could penetrate network security defenses and cause system failures and disruptions of operations and similar nefarious activities.
The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties.
The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the refund of monies or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil monetary penalties.
As the number of homebuyers and listings shared on our reAlpha platform, either online or through the mobile application, and the extent and types of data grow, our need for additional network capacity and computing power will also grow.
As the number of homebuyers and listings shared on our reAlpha platform, either online or through the iOS application, and the extent and types of data grow, our need for additional network capacity and computing power will also grow.
The legal landscape and subsequent legal protection for the use of AI remains uncertain, and development of the law in this area could impact our ability to enforce our proprietary rights or protect against infringing uses.
The legal landscape and subsequent legal protections for the use of AI remains uncertain, and development of the law in this area could impact our ability to enforce our proprietary rights and/or protect against infringing uses.
Poor performance by such third-party service providers will reflect poorly on us and could significantly damage our reputation among guests. In the event of fraud or misconduct by a third party, we could also be exposed to material liability and be held responsible for damages, fines or penalties and our reputation may suffer.
Poor performance by such third-party service providers will reflect poorly on us and could significantly damage our reputation among users of our technologies. In the event of fraud or misconduct by a third-party, we could also be exposed to material liability and be held responsible for damages, fines or penalties and our reputation may suffer.
In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased, and may continue to increase, the costs and the time that must be devoted to compliance matters.
In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, SOX, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased, and may continue to increase, the costs and the time that must be devoted to compliance matters.
If our technologies take longer than expected to be commercialized due to any delays during their development, or not function as we intended, our business and results of operations may be materially affected. The implementation of artificial intelligence into our technologies may prove to be more difficult than anticipated and may adversely affect our business.
If our technologies take longer than expected to be commercialized due to any delays during their development, or not function as we intended, our business and results of operations may be materially affected. The implementation of AI into our technologies may prove to be more difficult than anticipated and may adversely affect our business.
In addition, emerging start-ups may be able to innovate and focus on developing a new product or service based on AI technologies faster than we can or may foresee consumer need for new offerings or technologies before we do. 28 There are now numerous competing companies that offer AI-powered solutions for real estate purposes, such as Redfin, Zillow, Keyway Real Estate, Inc. and others.
In addition, emerging start-ups may be able to innovate and focus on developing a new product or service based on AI technologies faster than we can or may foresee consumer need for new offerings or technologies before we do. There are now numerous competing companies that offer AI-powered solutions for real estate purposes, such as Redfin, Zillow, Opendoor and others.
As a result, an investment in our common stock entails more risk than an investment in the common stock of a company with a substantial operating history. If we are unable to operate our business successfully, you could lose all or a portion of your investment in our common stock.
An investment in our common stock entails more risk than an investment in the common stock of a company with a substantial operating history. If we are unable to operate our business successfully as a result of these challenges or other challenges, you could lose all or a portion of your investment in our common stock.
In addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures, such as Adjusted EBITDA, may be useful in evaluating our operating performance. We present Adjusted EBITDA measures as supplemental measures in evaluating the performance of our operations and to provide better transparency into our results of operations.
In addition to our results determined in accordance with U.S. GAAP, we believe that certain non-U.S. GAAP measures, such as Adjusted EBITDA, may be useful in evaluating our operating performance. We present Adjusted EBITDA measures as supplemental measures in evaluating the performance of our operations and to provide better transparency into our results of operations.
Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time.
Our payment of any future dividends to our holders of common stock will be at the discretion of our Board after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time.
Employees at these locations provide back office support services including branding, marketing, design, finance and accounting, as well as research and development activities. Operations outside the U.S. are subject to legal, political and operational risks that may be greater than those present in the U.S.
Employees at these locations provide back office support services including branding, marketing, design, finance and accounting, as well as research and development activities. Operations outside the United States are subject to legal, political and operational risks that may be greater than those present in the United States.
These fluctuations have often been unrelated to the operating results of such companies and in recent times have been exacerbated by investors’ concerns stemming from the COVID-19 pandemic, geopolitical issues and changes in macroeconomic conditions.
These fluctuations have often been unrelated to the operating results of such companies and in recent times have been exacerbated by investors’ concerns stemming from geopolitical issues and changes in macroeconomic conditions.
Amazon Web Services (“AWS”) provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service. Our software and computer systems have been designed to utilize data processing, storage capabilities and other services provided by AWS. Currently, we run the vast majority of our computing on AWS.
Amazon Web Services (“AWS”) provides distributed computing infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service. Our software and computer systems have been designed to utilize data processing, storage capabilities and other services provided by AWS and other cloud service provider(s). Currently, we run the vast majority of our computing on AWS.
These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. Regulatory agencies and private plaintiffs are expected to apply the “disparate impact” theory to both the Fair Housing Act and ECOA in the context of mortgage lending and servicing, among others.
These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. Regulatory agencies and private plaintiffs are expected to apply the “disparate impact” theory to both the FHA and the ECOA in the context of mortgage lending and servicing, among others.
While the SEC stated that its view is that bitcoin and ethereum are not a “security” for purposes of the federal securities laws, the SEC has not provided an official position regarding other cryptocurrencies.
While the SEC stated that its view is that bitcoin and ethereum are not “securities” for purposes of the federal securities laws, the SEC has not provided an official position regarding other cryptocurrencies.
For so long as we remain an EGC, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”).
For so long as we remain an EGC, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of SOX.
With respect to these such instances of trading volatility, including on October 23, 2023, we are not aware of any material changes in our financial condition or results of operations that would explain such price volatility or trading volume, which we believe reflect market and trading dynamics unrelated to our operating business or prospects and outside of our control.
With respect to these such instances of trading volatility, we are not aware of any material changes in our financial condition or results of operations that would explain such price volatility or trading volume, which we believe reflect market and trading dynamics unrelated to our operating business or prospects and outside of our control.
The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability to repay and “qualified mortgage” standards and other origination standards and practices. The CFPB’s examinations have increased, and will likely continue to increase, our mortgage business’ administrative and compliance costs.
The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability to repay and “qualified mortgage” standards and other origination standards and practices. The CFPB’s examinations have increased, and will likely continue to increase, reAlpha Mortgage’s administrative and compliance costs.
If we were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws or regulations in other jurisdictions, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.
If we were to fail to comply with the relevant export controls laws and regulations, economic sanctions and/or other similar laws or regulations in any relevant jurisdictions, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful or knowing violations, and the possible loss of our export or import privileges.
We may also be forced to significantly increase marketing expenditures in the event that market prices for online advertising and paid listings escalate or our organic ranking decreases. Any of these changes could have an adverse impact on our business and operating results. We may utilize a significant amount of indebtedness in the operation of our business.
We may also be forced to significantly increase marketing expenditures in the event that market prices for online advertising and paid listings escalate or our organic ranking decreases. Any of these changes could have an adverse impact on our business and operating results.
Additionally, we first started our business as a short-term rental start-up that focused on syndications of real estate properties through exempt offerings (the “Syndications”). Since then, we have discontinued such operations and shifted our business focus to developing AI technologies for the real estate technology market.
Additionally, we first started our business as a short-term rental start-up that focused on syndications of real estate properties through exempt offerings. Since then, we have discontinued such operations and shifted our business focus to developing the reAlpha platform and AI technologies.
Loss of our current executive officers and other key employees, including from our subsidiaries, could significantly harm our business. We depend on the industry experience and talent of our current executives, including Giri Devanur, our Founder and Chief Executive Officer, Michael J.
Loss of our current executive officers and other key employees, including from our subsidiaries, could significantly harm our business. We depend on the industry experience and talent of our current executives, including Giri Devanur, our Executive Chairman of the Board, Michael J. Logozzo, our Chief Executive Officer, Thomas J.
Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including: ● our ability to obtain additional capital; ● economic conditions in the markets where we operate, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general; ● our ability to attract and retain customers for the reAlpha platform; ● the availability of, and our ability to identify, attractive acquisition opportunities consistent with our growth strategy; ● our ability to compete with other companies in the real estate solutions and proptech markets; ● costs that are beyond our control, including litigation, legal compliance and others; ● population, employment or homeownership trends in our markets; and ● interest rate levels and volatility, such as the accessibility of short- and long-term financing on desirable terms.
Our ability to successfully operate our business depends on many factors, including: ● our ability to obtain additional capital; ● economic conditions in the markets where we operate, including the condition of the financial and real estate markets and the economy in general; ● our ability to attract and retain customers for our homebuying services; ● the availability of, and our ability to identify, attractive acquisition opportunities consistent with our growth strategy; ● our ability to compete with other companies in the real estate solutions and proptech markets; ● costs that are beyond our control, including litigation, legal compliance and others; ● population, employment or homeownership trends in our markets; and ● interest rate levels and volatility, such as the accessibility of short- and long-term financing on desirable terms.
Although we have been able to engage with an audience of potential customers and/or investors of seventy six thousand people through different channels – webinars, email distribution, marketing materials, and others –, there is no guarantee that they will remember our existence or have a comprehensive understanding of our business.
Although we have been able to engage with an audience of potential customers and/or investors through different channels, including webinars, email distribution, marketing materials and others, there is no guarantee that they will engage with or have a comprehensive understanding of our business.
Acquisitions involve numerous risks, including the following: ● difficulties in integrating and managing the combined operations, technology platforms and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies; ● failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow; ● diversion of management’s attention or other resources from our existing business; ● our inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired businesses; ● uncertainty of entry into businesses or geographies in which we have limited or no prior experience or in which competitors have stronger positions; ● unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses; 14 ● responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws; ● difficulties in or costs associated with assigning or transferring to us or our subsidiaries the acquired companies’ intellectual property or its licenses to third-party intellectual property; ● inability to maintain our culture and values, ethical standards, controls, procedures, and policies; ● challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies; ● challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP; and ● potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.
Acquisitions involve numerous risks, including the following: ● difficulties in integrating and managing the combined operations, technology platforms and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies; ● failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow; ● diversion of management’s attention or other resources from our existing business; ● our inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired businesses; ● uncertainty of entry into businesses or geographies in which we have limited or no prior experience or in which competitors have stronger positions; ● unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses; ● responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws; ● difficulties in or costs associated with assigning or transferring to us or our subsidiaries the acquired companies’ intellectual property or its licenses to third-party intellectual property; ● inability to maintain our culture and values, ethical standards, controls, procedures, and policies; ● challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies; ● challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles (“U.S.
We intend to continue to present Adjusted EBITDA and other non-GAAP financial measures in future filings with the SEC and other public statements. We may in the future fail to accurately report non-GAAP financial measures we present, or elect not to report or adjust the calculation of certain non-GAAP financial measures we present.
We intend to continue to present Adjusted EBITDA and other non-U.S. GAAP financial measures in future filings with the SEC and other public filings. We may, in the future, report non-U.S. GAAP financial measures we present inaccurately, or elect not to report or adjust the calculation of certain non-U.S. GAAP financial measures we present.
For example, the EU’s Artificial Intelligence Act — the world’s first comprehensive AI law — entered into force on August 1, 2024 and, with some exceptions, will become fully applicable 24 months thereafter.
For example, the EU’s Artificial Intelligence Act - the world’s first comprehensive AI law - entered into force on August 1, 2024, and, with some exceptions, will become fully applicable in December 2026.
In the event of a delisting, we may attempt to take actions to restore our compliance with the Nasdaq listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum listing requirements or prevent future non-compliance with the Nasdaq listing requirements.
In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Minimum Bid Price Requirement, or prevent future non-compliance with Nasdaq’s listing requirements.
The CFPB has been active in investigations and enforcement actions and, when necessary, has issued civil money penalties to parties the CFPB determines has violated the laws and regulations it enforces. 19 Additionally, antidiscrimination statutes, such as the Fair Housing Act and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin, among others.
The CFPB has been active in investigations and enforcement actions and, when necessary, has issued civil monetary penalties to parties the CFPB determines has violated the laws and regulations it enforces. 17 Additionally, anti-discrimination statutes, such as the FHA and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin, among others.
We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations.
We may be unable to obtain financing through the debt and equity capital markets on terms favorable to us or at all, which would have a material adverse effect on our growth strategy, our financial condition and our results of operations.
For example, an issuance of shares of preferred stock could: ● adversely affect the voting power of the holders of our common stock; ● make it more difficult for a third party to gain control of us; ● discourage bids for our common stock at a premium; ● limit or eliminate any payments that the holders of our common stock could expect to receive upon our liquidation; or ● otherwise adversely affect the market price or our common stock.
For example, an issuance of shares of preferred stock could: ● adversely affect the voting power of the holders of our common stock; ● make it more difficult for a third-party to gain control of us; ● discourage bids for our common stock at a premium; ● limit or eliminate any payments that the holders of our common stock could expect to receive upon our liquidation; or ● otherwise adversely affect the market price or our common stock. 40 We have in the past issued, and we may at any time in the future issue, shares of preferred stock.
Our certificate of incorporation (as amended from time to time, the “certificate of incorporation”) provides that, with certain limited exceptions, the Court of Chancery of the State of Delaware is the exclusive forum for: ● any derivative action or proceeding brought on our behalf; ● any action asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder; ● any action asserting a claim against us arising under the Delaware General Corporation Law (“DGCL”), or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; ● any action arising pursuant to any provision of our second amended and restated bylaws (the “bylaws”) or certificate of incorporation; and ● any action asserting a claim against us or any current or former director, officer or stockholder that is governed by the internal-affairs doctrine.
Our certificate of incorporation (as amended from time to time, the “certificate of incorporation”) provides that, with certain limited exceptions, the Court of Chancery of the State of Delaware is the exclusive forum for: ● any derivative action or proceeding brought on our behalf; ● any action asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder; ● any action asserting a claim against us arising under the Delaware General Corporation Law (“DGCL”), or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; ● any action arising pursuant to any provision of our second amended and restated bylaws (the “bylaws”) or certificate of incorporation; and ● any action asserting a claim against us or any current or former director, officer or stockholder that is governed by the internal-affairs doctrine. 41 This provision does not apply to suits brought to enforce a duty or liability created by the Securities Act, Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.
To the extent that one or more of our top executives or other key management personnel depart from our company, our operations and business prospects may be adversely affected. In addition, changes in executives and key personnel could be disruptive to our business.
To the extent that one or more of our top executives and/or other key management personnel depart from our company, our operations and business prospects may be adversely affected. In addition, changes in executives and key personnel could in any case be disruptive to our business. We do not have any key person insurance.
Our use of “open source” software could adversely affect our ability to offer our platform and services and subject us to costly litigation and other disputes.
Our use of “ open-source ” software could adversely affect our ability to offer our platform and services and subject us to costly litigation and other disputes.
We intend to acquire cryptocurrencies in an amount not to exceed 25% of our cash and cash equivalents, if any, in excess of our estimated operating expenses for the 6-month period from the date of the proposed purchase, which estimated operating expenses include our allocation for acquisition expenses and estimated future current liabilities for such 6-month period, and to hold such cryptocurrencies we purchase as our primary treasury reserve assets until such time we deem it appropriate, subject to market conditions and our operating needs.
As of December 31, 2025, we do not hold any cryptocurrency, however, in accordance with our cryptocurrency investment policy, we may acquire cryptocurrencies in an amount not to exceed 25% of our cash and cash equivalents, if any, in excess of our estimated operating expenses for the six-month period from the date of the proposed purchase, which estimated operating expenses include our allocation for acquisition expenses and estimated future current liabilities for such six-month period, and to hold such cryptocurrencies we purchase as our primary treasury reserve assets until such time we deem it appropriate, subject to market conditions and our operating needs.
Our mortgage brokerage businesses’ failure to comply with the federal consumer protection laws, rules and regulations to which they are subject, whether actual or alleged, could expose them to enforcement actions or potential litigation liabilities.
Any actual, alleged or perceived failure of reAlpha Mortgage to comply with the federal consumer protection laws, rules and regulations to which they are subject could expose them to enforcement actions or potential litigation liabilities.
We cannot assure you that we will be able to be successful in lawsuits, or any subsequent appeal, against GYBL or resolve any current or future litigation matters, in which case those litigation matters, including the disputes with GYBL, could have a material and adverse effect on our business, financial condition, operating results and cash flows.
We cannot assure you that we will be able to be successful in lawsuits, or any subsequent appeal, against GYBL or resolve any current or future litigation matters, in which case those litigation matters, including the disputes with GYBL, could have a material and adverse effect on our business, financial condition, operating results and cash flows. 27 If we incur penalties pursuant to the Registration Rights Agreement with GEM, our business, results of operations and financial condition may be adversely affected .
If the Company is unable to address and overcome these risks, its operations could be interrupted or its growth could be limited, which may have an adverse effect on its business and operating results. 21 These risks include, but are not limited to: ● failure of telecommunications and connectivity infrastructure; ● imposition of government controls and restrictions; ● exposure to different business practices and legal standards; ● restrictions imposed by local labor practices and laws; ● compliance with local laws and regulations on a timely basis; ● difficulties and costs associated with staffing and managing foreign operations; ● reduced protection for intellectual property rights in some countries; ● political, social and economic instability and terrorism. ● natural disasters and public health emergencies; ● potentially adverse tax consequences; and ● fluctuations in foreign currency exchange rates.
These risks include, but are not limited to: ● failure of telecommunications and connectivity infrastructure; ● imposition of government controls and restrictions; ● exposure to different business practices and legal standards; ● restrictions imposed by local labor practices and laws; ● compliance with local laws and regulations on a timely basis; ● difficulties and costs associated with staffing and managing foreign operations; ● reduced protection for intellectual property rights in some countries; 22 ● political, social and economic instability and terrorism. ● natural disasters and public health emergencies; ● potentially adverse tax consequences; and ● fluctuations in foreign currency exchange rates.
After our Company ceases to be an SRC, it is expected to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of SOX. 41 Risks Related to Our Cryptocurrency Investment Policy and Treasury Strategy Our cryptocurrency investment policy exposes us to various risks associated with cryptocurrencies.
After our Company ceases to be an SRC, it is expected to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of SOX.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs we progress, we will continue leveraging these external insights to enhance our cybersecurity strategies and ensure alignment with industry standards. Oversee Third-party Risk We understand the potential risks associated with third-party service providers, and we are working on implementing stronger oversight processes.
Biggest changeIn 2025, we completed a comprehensive cybersecurity assessment across all platforms with external experts, such as Amazon Web Services, amongst others. As we progress, we will continue leveraging these external insights to enhance our cybersecurity strategies and ensure alignment with industry standards.
Managing Material Risks and Integrated Overall Risk Management We have developed and implemented a cybersecurity program that seeks to ensure the confidentiality, integrity, and availability of our information assets, including its critical systems. We use information security management standards like ISO 27001 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Managing Material Risks and Integrated Overall Risk Management We have developed and implemented a cybersecurity program that seeks to ensure the confidentiality, integrity, and availability of our information assets, including its critical systems. We use information security management standards, such as ISO 27001, as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Risk Management Monitoring We are committed to monitoring cybersecurity risks and are in the process of implementing enhanced monitoring systems. With the assistance of cybersecurity consultants, we are refining our cybersecurity policies and controls, including regular audits and the deployment of advanced security measures such as Multi-Factor Authentication (“MFA”) and stronger email filtering protocols.
Risk Management Monitoring We are committed to regularly monitoring cybersecurity risks and are in the process of implementing enhanced monitoring systems. With the assistance of cybersecurity consultants, we are refining our cybersecurity policies and controls, including regular audits and the deployment of advanced security measures such as Multi-Factor Authentication and stronger email filtering protocols.
In addition, we are continuing to develop incident response plans, communication protocols, and disaster recovery plans to be prepared for any potential cybersecurity incidents. Security Training We are providing cybersecurity training to our employees and plan to continue enhancing this program on an ongoing basis.
In addition, we have an incident response team and are continuing to refine our incident response plans, communication protocols, and disaster recovery plans to be prepared for any potential cybersecurity incidents. Security Training We are providing cybersecurity training to our employees and plan to continue enhancing this program on an ongoing basis.
While we are in the process of enhancing our cybersecurity practices, we are committed to continually improving and adapting to evolving threats to maintain a high standard of protection.
While we are in the process of enhancing our cybersecurity practices, we are committed to continually improving and adapting to evolving threats to maintain a high standard of protection and to meet industry best practices.
They receive regular updates, which include an overview of the current cybersecurity landscape, the status of ongoing initiatives, and compliance with regulatory requirements. We are establishing structured processes for ongoing communication among the executive team to ensure they remain informed and involved in key cybersecurity decisions.
Our CTO receives regular updates, which include an overview of the current cybersecurity landscape, the status of ongoing initiatives, and compliance with regulatory requirements. We are establishing structured processes for ongoing communication among the executive team to ensure they remain informed and timely involved in key cybersecurity decisions.
Engage Third-parties on Risk Management Recognizing the evolving nature of cybersecurity threats, we have been engaging with external experts, including cybersecurity assessors, consultants, and auditors, to assess and enhance our risk management systems. These third parties are assisting us with evaluating our cybersecurity posture, recommending improvements, and advising on the implementation of best practices.
Engage Third-parties on Risk Management Recognizing the evolving nature of cybersecurity threats, we have engaged with external experts, including cybersecurity assessors, consultants, and auditors, to assess and enhance our risk management systems. These third-parties have and continue to assist us with evaluating our cybersecurity posture, recommending improvements, and advising on the implementation of best practices.
This ongoing integration ensures that cybersecurity considerations are increasingly embedded in our decision-making processes at every level. Our cybersecurity framework draws upon the National Institute of Standards and Technology (“NIST”) cybersecurity framework, which provides guidance for identifying, assessing, and managing cybersecurity risks.
This integration ensures that cybersecurity considerations are increasingly embedded in our decision-making processes at every level. Our cybersecurity framework also draws upon the National Institute of Standards and Technology Cybersecurity Framework (at its currently 2.0 version), which provides guidance for identifying, assessing, and managing cybersecurity risks.
Significant cybersecurity matters will be escalated to the audit committee for review, where management will provide detailed updates on risk assessments, incident response, and the effectiveness of our cybersecurity strategies. The audit committee will continue to evaluate the progress of our cybersecurity initiatives and offer guidance to help strengthen our efforts.
In addition to the regularly scheduled briefings, significant cybersecurity matters will be escalated to the Board for review, where management, including the CTO, will provide detailed updates on risk assessments, incident responses, and the effectiveness of our cybersecurity strategies. The Board will continue to evaluate the progress of our cybersecurity initiatives and offer guidance to help strengthen our efforts.
Regular updates and internal campaigns will ensure that our employees are well-prepared to identify and respond to cybersecurity threats in an effective manner. Reporting to Board of Directors The COO regularly informs the CEO and CFO on cybersecurity risks and initiatives.
Regular updates and internal campaigns will ensure that our employees are well-prepared to identify and respond to cybersecurity threats in an effective manner. Reporting to Management and the Board The CTO regularly provides reports and informs the CEO and CFO cybersecurity profile.
We are actively integrating cybersecurity risk management into our broader enterprise risk management framework. This integration is designed to promote a company-wide culture of cybersecurity awareness and risk management. Our risk management team, in collaboration with external consultants, is assessing and addressing cybersecurity risks in alignment with our operational and business needs.
We have integrated cybersecurity risk management into our broader enterprise risk management framework. This integration is designed to promote a company-wide culture of cybersecurity awareness and risk management. Our risk management team, in collaboration with external consultants, has assessed and addressed and continues to assess and address cybersecurity risks in alignment with our operational and business needs.
Risks from Cybersecurity Threats To date, we have not encountered cybersecurity incidents that have materially impaired our operations or financial position.
This will help mitigate the risk of security incidents originating from third-parties. Risks from Cybersecurity Threats To date, we have not encountered cybersecurity incidents that have materially impaired our operations or financial condition.
While we have initiated security assessments for our third-party providers, we are in the process of enhancing these efforts to include more frequent evaluations and ongoing monitoring. This will help mitigate the risk of security incidents originating from third parties.
Oversee Third-party Risk We understand the potential risks associated with third-party service providers, and we are working on implementing stronger oversight processes. While we have initiated security assessments for our third-party providers, we are in the process of enhancing these efforts to include more frequent evaluations and ongoing monitoring.
We are in the process of formalizing governance structures and oversight mechanisms to ensure that these risks are managed effectively, with the aim of strengthening our operational integrity and enhancing stockholder confidence. Management’s Role Managing Risk The Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), and Chief Financial Officer (“CFO”) are actively involved in managing cybersecurity risks.
We continue to formalize governance structures and oversight mechanisms to ensure that these risks are managed effectively, with the aim of strengthening our operational integrity and enhancing stockholder confidence.
However, we are proactively preparing for the possibility of cybersecurity risks, ensuring that our systems are protected against potential threats in the future. 45 Governance Our board of directors understands the critical nature of cybersecurity and is closely involved in overseeing our efforts to mitigate cybersecurity risks.
As a result, we have a dedicated cybersecurity response team and proactively prepare for the possibility of cybersecurity risks, ensuring that our systems are protected against potential threats.
Added
However, given the data-driven nature of our business and the prevalent use of technology in operating our business, we face cybersecurity risks inherent to our normal course of operation that, if realized, are reasonably likely to materially affect our operations or financial condition.
Added
The cybersecurity response team (i) responds to actual and suspected cybersecurity threats, (ii) assesses the severity of any such actual or suspected cybersecurity threat, (iii) prepares and maintains incident reports and (iv) prepares cybersecurity incident response procedures designed to help protect the security of the Company’s systems. 46 Governance Our Board understands the critical nature of cybersecurity and is closely involved in overseeing our efforts to mitigate cybersecurity risks.
Added
As of December 31, 2025, no risks from cybersecurity threats, including as a result of cybersecurity incidents we have experienced in the past, have materially affected us, including our results of operations and financial condition. Management’s Role Managing Risk Our Chief Technology Officer (“CTO”) is the senior officer responsible for cybersecurity risk management.
Added
These reports address the status of risk mitigation initiatives, the evolving threat landscape, the results of vulnerability assessments and penetration testing, and the progress of key cybersecurity programs, including the implementation of a Zero Trust access framework, continuous vulnerability scanning with centralized alerting, and our pursuit of SOC 2 readiness. The Board maintains direct oversight of the Company’s cybersecurity program.
Added
Management provides the Board with no fewer than annual comprehensive briefings on cybersecurity risk assessment, the effectiveness of the Company’s information security controls and the status of ongoing cybersecurity initiatives. These briefings also cover the Company’s incident response preparedness and any changes in the regulatory environment affecting the Company’s cybersecurity obligations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES. Our principal office is located at 6515 Longshore Loop, Suite 100, Dublin OH 43017, with a satellite office in New Jersey and Bengaluru, India. At our principal office in Dublin, Ohio, we pay approximately $1,600 per month to use a co-working business center on a 12-month licensing basis.
Biggest changeITEM 2. PROPERTIES. Our principal office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017, with satellite corporate offices in New Jersey and Bengaluru, India.
Removed
For our satellite office in New Jersey, located at 525 Washington Blvd 300, Jersey City, NJ 07310, we pay approximately $4,600 per month to use a co-working business center on a 16-month licensing basis.
Added
We lease approximately 250 square feet in a co-working business center in Ohio, approximately 440 square feet in a co-working business center in New Jersey and approximately 700 square feet in a co-working business center in Bengaluru, India. We also lease offices in other markets where we conduct business, in Nepal and in Singapore.
Removed
Our satellite office in India is located at No 7, 3rd Floor, MKP Road, Padmanabhanagar, Bengaluru 560070, India and we pay approximately $570 per month towards a lease that expires on August, 31, 2026. We believe these locations are suitable and adequate for our current levels of operations and anticipated growth.
Added
We do not own any real property and believe these locations are suitable and adequate for our levels of operations. 47

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn response to the counterclaims filed by the Buchanan Legal Counsel on August 16, 2023, the Company has denied the allegations made therein, asserting that they lack merit and are either insufficiently supported or entirely untrue. The Company contends that any damages claimed by the defendants arise from their own negligence and failure to meet their contractual obligations.
Biggest changeThe Company contends that any damages claimed by the Buchanan Legal Counsel arise from their own negligence and failure to meet their contractual and professional obligations. This case is scheduled to go to trial in late 2026.
On August 3, 2023, the Lower Court decided to uphold the Cubbon Park Police’s decision and close the criminal case against Mr. Devanur. On December 4, 2023, Mr. Devanur received a petition to challenge the Lower Court’s order to uphold the Cubbon Park Police’s decision and close Mr. Devanur’s criminal case.
On August 3, 2023, the Lower Court decided to uphold the Cubbon Park Police’s decision and close the criminal case against Mr. Devanur. On December 4, 2023, Mr. Devanur received a petition to challenge the Lower Court’s order to uphold the Cubbon Park Police’s decision and close Mr. Devanur’s criminal case. Mr. Devanur is vigorously contesting this petition.
As a result, the Company was subject to a number of inquiries, investigations, and subpoenas by the various states, incurring significant legal fees and fines, lost opportunity due to pausing its Regulation A campaign, in addition to the loss of a $20 million institutional investment.
As a result, the Company was subject to a number of inquiries, investigations, and subpoenas by the various states, incurring significant legal fees and fines, lost opportunity due to pausing its Regulation A campaign, and the loss of an institutional investment.
We intend to vigorously contest this petition. 46 Malpractice Lawsuit On July 13, 2023, the Company filed a complaint in Franklin County, Ohio, against Buchanan, Ingersoll & Rooney, PC (“Buchanan”), Rajiv Khanna (“Khanna”) and Brian S. North (“North,” together with Buchanan and Khanna, the “Buchanan Legal Counsel”).
Malpractice Lawsuit On July 13, 2023, the Company filed a complaint in Franklin County, Ohio (the “Complaint”), against Buchanan, Ingersoll & Rooney, PC (“Buchanan”), Rajiv Khanna (“Khanna”) (now deceased) and Brian S. North (“North,” together with Buchanan and Khanna, the “Buchanan Legal Counsel”).
The GYBL Action concerns the GEM Warrants, and it asserts two causes of action against us: (1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability of the GEM Warrants.
Additionally, following the Court’s grant of GYBL’s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL is asserting two causes of action against us: (1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability of the GEM Warrants.
The Company is seeking the forfeit of all legal fees associated with this matter, the award of legal fees to bring this matter to action, and further legal and equitable relief as the Court deems just and proper.
The Company is seeking the forfeit of all legal fees associated with this matter; certain losses incurred as the result of the misconduct by the Buchanan Legal Counsel that the Company is legally entitled to recover, including additional fees and expenses and any damages provable from the loss of the institutional investment; and further legal and equitable relief as the Court deems just and proper.
In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs. We intend to vigorously defend against GYBL’s claims and litigate our legal rights to the fullest extent. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 47 PART II
In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs. On June 9, 2025, we filed a motion to dismiss this lawsuit from GYBL.
Removed
At this time, the Company cannot predict the eventual scope, duration, or outcome of the lawsuit. GEM Lawsuit On November 1, 2024, we filed a lawsuit against GYBL in the United States District Court for the Southern District of New York (the “Court”), claiming that GYBL operated as an unregistered broker-dealer under the Exchange Act.
Added
The Buchanan Legal Counsel are vigorously defending the claims by the Company, have asserted a number of defenses and filed a counterclaim for billed but unpaid fees (the “Counterclaim,” together with the Complaint, the “Lawsuit”). The Company generally denied the allegations in the Counterclaim and asserted a number of defenses.
Removed
We are seeking to void the GEM Warrants, or alternatively, a declaratory judgment determining that the GEM Warrants’ terms govern the exercise price adjustment calculation rather than the related GEM Agreement’s terms.
Added
The Company cannot guarantee the timing and duration of the trial or eventual outcome of the claims and defenses by any party in the Lawsuit.
Removed
On January 17, 2025, GYBL moved to dismiss our complaint, and, on March 14, 2025, the Court granted GYBL’s motion to dismiss our complaint relating to the lawsuit against GYBL.
Added
GEM Lawsuit On November 1, 2024, we filed a lawsuit against GYBL in the Court pursuant to which we asserted two causes of action: (i) rescission of the GEM Warrants issued to GYBL under the GEM Agreement, by and among us, GEM, under Section 29(b) of the Exchange Act, due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement.
Removed
We are currently evaluating the Court’s decision and all legal rights available to us, including, but not limited to, appealing the Court’s decision to the United States Court of Appeals for the Second Circuit. There is no assurance that any such appeal would be successful.
Added
Following a motion to dismiss filed by GYBL on January 17, 2025, the Court granted such motion to dismiss on March 14, 2025. On April 15, 2025, we filed an appeal of the Court’s decision dismissing our case to the United States Court of Appeals for the Second Circuit (the “Second Circuit”).
Removed
Following the Court’s dismissal of our complaint, on March 19, 2025, GYBL commenced a separate action against us in the Court (the “GYBL Action”).
Added
The parties filed a stipulation to withdraw the appeal pending in the Second Circuit on March 11, 2026.
Added
GYBL responded to our motion to dismiss on June 23, 2025, asserting that our motion to dismiss should be denied, or, in the alternative, GYBL should be given leave to further amend its complaint. On June 30, 2025, the Company filed a reply in support of its motion to dismiss.
Added
On August 21, 2025, the Court granted, in part, our motion to dismiss the amended complaint with respect to GYBL’s claim for declaratory relief concerning the validity and enforceability of the GEM Warrants. The Court denied our motion to dismiss in all other respects.
Added
Following the Court’s partial grant and partial dismissal of our motion to dismiss, we filed an answer to GYBL’s amended complaint on September 4, 2025. Securities and Exchange Board of India Adjudication Order On March 3, 2026, the Securities and Exchange Board of India (“SEBI”) issued an adjudication order (Adjudication Order No.
Added
ORDER/AK/RK/2025-26/32161-32170) in connection with financial reporting practices of Coffee Day Enterprises Limited (“Coffee Day”), a company listed on the Bombay Stock Exchange and the National Stock Exchange of India Limited, relating to the accounting treatment of interest on borrowings under applicable SEBI rules and regulations for certain prior financial periods of Coffee Day, including for the fiscal year periods of 2019-2020 to 2023-2024 and financial results for the fiscal year period of 2019-2020 to 2024-2025.
Added
The order by SEBI imposed a monetary penalty on certain independent directors and executives of Coffee Day, including a monetary penalty of 300,000 Indian rupees (approximately $3,260) on Giri Devanur, who served on Coffee Day’s board of directors from December 2020 until October 2024, in connection with his oversight responsibilities during the relevant periods.
Added
This matter related to certain accounting treatment and disclosure interpretations at Coffee Day and did not involve allegations of personal misconduct. The monetary penalty has been addressed in accordance with applicable procedures. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 48 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSee “Recent Developments – Designation of Series A Preferred Stock” for more information. Purchases of Equity Securities by the Issuer and Affiliated Purchasers We had no share repurchase activity for the three months ended December 31, 2024. ITEM 6. [RESERVED]
Biggest changeThe first dividend payment on the Series A Preferred Stock was due on March 1, 2026 and the Company elected to make such payment by issuing 6,125 additional shares of its Series A Preferred Stock. Purchases of Equity Securities by the Issuer and Affiliated Purchasers We had no share repurchase activity for the three months ended December 31, 2025.
In addition, the board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.
In addition, the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.
Holders of shares of our Series A Preferred Stock are entitled to receive, whether or not declared by our board of directors, dividends at the rate of 3% per annum on a stated value of $20 per share, which will be payable, in the sole discretion of the board of directors, in cash out of funds legally available for the payment of such dividends or additional shares of Series A Preferred Stock.
Holders of shares of our Series A Preferred Stock are entitled to receive, whether or not declared by our Board, dividends at the rate of 3% of the Stated Value per annum, subject to adjustments set forth in the Certificate of Designation, which will be payable, in the sole discretion of the Company, in cash out of funds legally available for the payment of such dividends or additional shares of Series A Preferred Stock.
Holders of Record As of March 24, 2025, we had 3,140 holders of record of our common stock, which number does not include an indeterminate number of holders whose shares of common stock are held by brokers in street name, and 2 holders of record of our Series A Preferred Stock.
Holders of Record As of March 9, 2026, we had 2,175 holders of record of our common stock, which number does not include an indeterminate number of holders whose shares of common stock are held by brokers in street name, and one holder of record of our Series A Preferred Stock.
Equity Compensation Plan Information See “Item 11. Executive Compensation,” for information about our equity compensation plan and related compensation program. Dividend Policy We have not paid any cash dividends on our common stock to date.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for more information about our equity compensation plan. Dividend Policy We have not paid any cash dividends on our common stock to date.
Our transfer agent for our securities is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
The transfer agent for our shares of common stock and our Series A Preferred Stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
Recent Sales of Unregistered Securities There have been no sales of unregistered securities during the quarter ended December 31, 2024, and from the period from January 1, 2025 to the filing date of this report which have not previously been disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
Recent Sales of Unregistered Securities There have been no sales of unregistered securities during the period covered by this report that have not previously been disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q. Equity Compensation Plan Information See “Item 12.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock Our common stock has been listed on the Nasdaq Capital Market under the symbol “AIRE” since October 23, 2023. Prior to that date, there was no public trading market for our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock Our common stock is listed on the Nasdaq Capital Market under the symbol “AIRE.” Our Series A Preferred Stock is not listed on any stock exchange nor traded on any public market.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below: For the Twelve Months Ended December 31 2024 2023 Net (Loss) Income $ (26,022,349 ) $ (2,462,407 ) Adjusted to exclude the following Depreciation and Amortization 282,095 346,171 Gain on Sale of myAlphie - (5,502,774 ) Interest Expense 333,759 128,268 Share-Based Compensation (1) 316,183 - GEM Commitment Fee (2) 500,000 - Acquisition Related Expenses (3) 517,251 103,519 Gain on Previously Held Equity (4) (20,663 ) - Amortization of Loan Discounts and Origination Fees (5) 181,875 - Loss from Discontinued Operations (6) 18,339,635 - Adjusted EBITDA $ (5,572,214 ) $ (7,387,223 ) (1) Reflects share-based compensation provided to non-executive officer employees and certain members of our board of directors for services rendered to us, which is recognized as a non-cash expense. 59 (2) Reflects the commitment fee of $1,000,000 incurred in connection with the equity facility we have in place with GEM pursuant to the GEM Agreement.
Biggest changeGAAP. 58 The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below: Year ended December 31, 2025 2024 Net loss $ (17,590,392 ) $ (26,022,349 ) Adjusted to exclude the following Depreciation and amortization 543,170 282,095 Amortization of loan discounts and origination fee (1) 545,624 181,875 Loss from discontinued operations - 18,339,635 Income tax benefit - (54,260 ) Impairment of intangible assets 220,016 - Changes in fair value of contingent consideration (2) (604,123 ) - Change in fair value of preferred stock embedded derivative liability (3) 456,325 - Loss on extinguishment of debt 438,834 - Loss (gain) on deconsolidation (4) (94,071 ) - Loss (gain) on equity method investments 103,354 (20,663 ) Interest expense 394,434 333,759 Non cash commitment fee expenses (5) 406,250 500,000 Stock-based compensation (6) 862,476 316,183 Equity offering costs (7) 490,868 - Acquisition-related expenses 137,771 517,251 Adjusted EBITDA $ (13,689,464 ) $ (5,626,474 ) (1) Represents amortization of all debt issuance costs and original issue discount due to the repayment of the Note (as defined below) issued to Streeterville Capital, LLC (“Streeterville”).
See “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for a more complete description of our significant accounting policies. Critical accounting policies are defined as those that involve significant judgment and potentially could result in materially different results under different assumptions and conditions.
See “Note 2–Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this report for a more complete description of our significant accounting policies. 53 Critical accounting policies are defined as those that involve significant judgment and potentially could result in materially different results under different assumptions and conditions.
We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S. GAAP.
We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S.
Significant Accounting Policies and Estimates The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations.
Critical Accounting Policies and Estimates The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations.
Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors.” 48 Overview We are a real estate technology company developing an end-to-end commission-free homebuying platform, which we have named reAlpha.
Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors.” Overview We are a real estate technology company developing an end-to-end homebuying platform, which we have named reAlpha.
Under these standards, costs incurred during the application development stage—including coding, testing, and the development of software functionalities—are eligible for capitalization if they relate to significant improvements that substantially enhance the software’s functionality or extend its service capacity. These costs include direct labor, third-party services, and other expenses directly attributable to the software’s development.
Under these standards, costs incurred during the application development stage which includes coding, testing, and the development of software functionalities that are eligible for capitalization if they relate to significant improvements that substantially enhance the software’s functionality or extend its service capacity. These costs include direct labor, third-party services, and other expenses directly attributable to the software’s development.
This approach involves detailed identification of contracts with customers, determination of distinct performance obligations within these contracts, and accurate allocation of transaction prices to these obligations. Revenue is recognized as Naamche satisfies each performance obligation, typically over time, reflecting the ongoing delivery and customer consumption of its tech-driven services.
This approach involves detailed identification of contracts with customers, determination of distinct performance obligations within these contracts, and accurate allocation of transaction prices to these obligations. Revenue is recognized as reAlpha Nepal satisfies each performance obligation, typically over time, reflecting the ongoing delivery and customer consumption of its tech-driven services.
The license fee for platform access and consulting services are recognized as distinct performance obligations, reflecting their ability to provide value independently within our customer contracts. For the “right to access” license fee, revenue is recognized over the duration of the subscription period, as control and benefits are provided continuously to the customer.
The license fee for platform access and consulting services is recognized as a distinct performance obligation, reflecting their ability to provide value independently within our customer contracts. For the “right to access” license fee, revenue is recognized over the duration of the subscription period, as control and benefits are provided continuously to the customer.
Before shifting our focus towards the development of our AI technologies and the reAlpha platform, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the property’s performance as a short-term rental.
Before shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the properties’ performance as a short-term rental.
Our business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our operations. In addition, we may incur additional costs associated with research and development of new products and services, expansion into new markets or geographies, and general corporate overhead.
Our business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our growing operations. In addition, we may incur additional costs associated with compliance, research and development of new products and services, expansion into new markets or geographies, including through strategic acquisitions, and general corporate overhead.
This moment marks the transfer of control of the loan to the borrower, capturing the completion of Be My Neighbor’s primary service—successfully securing a loan. All services, including loan origination, application processing, and credit assessment, contribute to this culminating event.
This moment marks the transfer of control of the loan to the borrower, capturing the completion of reAlpha Mortgage’s primary service successfully securing a loan. All services, including loan origination, application processing, and credit assessment, contribute to this culminating event.
This approach ensures that revenue recognition accurately matches the ongoing provision of access and the timing of consulting services, as per the guidelines of ASC 606. Be My Neighbor, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan closing.
This approach ensures that revenue recognition accurately matches the ongoing provision of access and the timing of consulting services, as per the guidelines of ASC 606. reAlpha Mortgage, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan funding.
Further, as part of our growth strategy, we intend to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business and our reAlpha platform.
As part of our growth strategy, we also plan to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business.
Our goal is to offer through our AI-powered platform a more affordable, streamlined experience for those on the journey to homeownership. The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, mortgage brokering, digital title and escrow services within the platform. Our tagline: “No fees. Just keys.
Our goal is to offer, through our AI-powered platform, a more affordable, streamlined experience for those on the journey to homeownership. The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, and certain services, including realty services, mortgage brokering services, and digital title and escrow services within the platform.
Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.
Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We use Adjusted EBITDA, a non-U.S.
As a result, we may require additional financing in the future to fund these initiatives, which may include additional equity or debt financing or strategic partnerships.
As a result, we may require additional financing in the future to fund our operations, which may include additional equity or debt financings or strategic partnerships or investments.
This change in cash flows from investing activities is mainly attributable to cash paid to acquisitions of $1,282,197 and capitalization of software development costs during the twelve months ended December 31, 2024.
This change in cash flows from investing activities is mainly attributable to cash paid to acquisitions of $1,023,053 and capitalization of software development costs during the year ended December 31, 2025.
We may also be required to seek additional financing on terms that are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.
We may also be required to seek additional financing on terms that are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions. In addition to our capital expenditures, we have ongoing disputes with GYBL regarding the GEM Warrants.
These costs are amortized over the software’s estimated useful life, which is assessed by considering factors such as the expected future benefits to us and the rate of technological change.
These costs are amortized over the software’s estimated useful life, which is assessed by considering factors such as the expected future benefits to us and the rate of technological change. Reclassification Presentation Certain amounts have been reclassified for consistency with the current period presentation.
We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies.
We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies. 51 reAlpha Nepal’s Software Development Services reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties.
On a standalone basis, reAlpha generates revenue by providing monthly support services to Turnit related to the myAlphie platform. Revenue is recognized over time as the services are performed and the customer benefits from them. 55 AiChat, a company specializing in AI conversational customer experience solutions, adheres to the revenue recognition standards outlined in ASC 606.
Revenue is recognized over time as the services are performed and the customer benefits from them. AiChat, a company specializing in AI conversational customer experience solutions, adheres to the revenue recognition standards outlined in ASC 606.
Year Ended Particulars December 31, 2024 December 31, 2023 Net cash used in operating activities $ (6,042,238 ) $ (5,116,748 ) Net cash (used in) provided by investing activities $ (1,554,400 ) $ 893,717 Net cash provided by financing activities $ 4,263,798 $ 7,689,619 Cash Flows from Operating Activities For the fiscal year ended December 31, 2024, net cash used in operating activities was $(6,042,238), compared to $(5,116,748) for the same period in 2023.
Year Ended December 31, 2025 December 31, 2024 Net cash used in operating activities $ (11,262,577 ) $ (6,042,238 ) Net cash used in investing activities $ (1,742,092 ) $ (1,554,400 ) Net cash provided by financing activities $ 17,651,159 $ 4,263,798 Cash Flows from Operating Activities For the fiscal year ended December 31, 2025, net cash used in operating activities was $11,262,577, compared to $6,042,238 for the same period in 2024.
This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment . As a result, in the first quarter of 2025, our board of directors approved to discontinue our short-term rental business operations entirely.
This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment.
Cash Flows from Financing Activities For the fiscal year ended December 31, 2024, net cash provided by financing activities was $4,263,798, compared to $7,689,619 for the same period in 2023. This mainly consists of the issuance of the Note.
Cash Flows from Financing Activities For the fiscal year ended December 31, 2025, net cash provided by financing activities was $17,651,159, compared to $4,263,798 for the same period in 2024.
GAAP (“GAAP”), we believe “Adjusted EBITDA,” a “non-GAAP financial measure,” as such term is defined under the rules of the SEC, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes.
GAAP financial measure,” as such term is defined under the rules of the SEC, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-U.S. GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance.
However, Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.
However, this non-U.S. GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate a similarly titled non-U.S.
We use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations.
We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, changes in fair value of contingent consideration and preferred stock, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations.
The cost of capital and historically high-interest rates can also have a direct impact on our ability to raise capital through debt or equity offerings or to pursue acquisitions. Economic environments yielding higher interest rates with more stringent debt terms such as today’s market environment require larger equity commitments.
The cost of capital and historically high-interest rates has a direct impact on our ability to raise capital through debt financings or equity offerings or to pursue acquisitions. The current economic environment supports higher interest rates and more stringent debt terms. As a result, we have been more reliant on equity financing as we navigate the existing market conditions.
In addition, other companies, including companies in our industry, may calculate a similarly titled non-GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.
GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this non-U.S. GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-U.S. GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.
A significant portion of our revenues are derived from products and services offered by AiChat, Be My Neighbor and Naamche. reAlpha Tech Corp. (“reAlpha”) recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”), when control of services is transferred to the customer.
A significant portion of our revenues are derived from products and services offered by AiChat, reAlpha Mortgage and reAlpha Nepal. We recognize revenue in accordance with ASC 606, when control of services is transferred to the customer. On a standalone basis, we generate revenue by providing monthly support services to third parties.
Liquidity and Capital Resources Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt services, acquisitions, contractual obligations and other commitments. Our liquidity and capital resources are critical to our ability to execute our business plan and achieve our strategic objectives.
(7) Represents legal and professional fees incurred in connection with the issuance of shares of common stock and warrants from our equity offerings and other capital raise transactions. 59 Liquidity and Capital Resources Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt services, acquisitions, contractual obligations and other commitments.
Goodwill Impairment Testing Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed.
Such rebates are treated as variable consideration and recorded as a reduction of the transaction price in accordance with ASC 606. 54 Goodwill Impairment Testing Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed.
Our Business Model and AI Technologies We are continuously working to commercialize, enhance and refine our AI technologies and the reAlpha platform to continue generating technology-derived revenue.
Naamche and reAlpha Nepal Pvt Limited to businesses and the AI-powered conversational platform provided to customers by our subsidiary, AiChat. We are continuously working to commercialize, enhance and refine our AI technologies to support our homebuying services and technology services and to continue generating revenue.
Revenue is therefore recognized only when the loan closes, ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission, accurately reflecting the completion of all related performance obligations. Naamche, a company that provides services related to the development of technology, AI and applications,adheres to ASC 606 for revenue recognition, primarily from its service-based contracts.
Revenue is therefore recognized only when the loan is funded, ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission, accurately reflecting the completion of all related performance obligations. GTG Financial, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan funding.
Cost of revenue primarily includes direct expenses associated with delivering our loan brokerage services and technology solutions, such as compensation-related expenses for roles supporting loan origination and customer interactions, along with other direct costs incurred in connection with services provided by AiChat.
Cost of revenue reflects direct expenses associated with delivering our mortgage brokerage services, real estate brokerage services, and technology solutions, including compensation-related costs for personnel supporting loan origination, real estate brokerage activities, and customer interactions from our mortgage and realty subsidiaries.
Fiscal Year Ended December 31, 2024, compared to Fiscal Year Ended December 31, 2023 (Unaudited) Twelve Months Ended December 31, 2024 December 31, 2023 (unaudited) Revenue $ 948,420 $ 256,436 Cost of Revenue (302,084 ) (149,518 ) Gross Profit $ 646,336 $ 106,918 Operating Expense (7,548,950 ) (7,522,178 ) Operating (Loss) Income (6,902,614 ) (7,415,260 ) Other (Expense) Income (834,360 ) 4,953,300 Net Loss from Continuing Operations (7,682,714 ) (2,145,055 ) Loss from Discontinued Operations (18,339,635 ) (316,904 ) Revenues.
Fiscal Year Ended December 31, 2025, compared to Fiscal Year Ended December 31, 2024 Year ended December 31, December 31, 2025 2024 Revenue $ 4,518,498 $ 948,420 Cost of Revenue (2,067,060 ) (302,084 ) Gross profit $ 2,451,438 $ 646,336 Operating expense (18,458,396 ) (7,548,950 ) Operating loss (16,006,958 ) (6,902,614 ) Other expense (1,583,434 ) (834,360 ) Loss from continuing operations before tax (17,590,392 ) (7,736,974 ) Loss from discontinued operations before tax - (18,339,635 ) 55 Revenues.
Cash Flows from Investing Activities For the fiscal year ended December 31, 2024, net cash used in investing activities was $(1,554,400), compared to net cash provided by investing activities of $893,717 for the same period in 2023.
The increase is primarily due to higher operating expenses, including salaries of $6,506,553 and professional and legal fees of $3,273,947. Cash Flows from Investing Activities For the fiscal year ended December 31, 2025, net cash used in investing activities was $1,742,092 compared to $1,554,400 for the same period in 2024.
Emerging Growth Company Status The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.
Emerging Growth Company Status Under Section 102(b)(1) of the JOBS Act, emerging growth companies are exempt from the adoption of new or revised accounting standards until such standards apply to private companies so long as they do not opt out of the extended transition period.
As of the date of this report, there has been no adjustment to the exercise price of the GEM Warrants in connection with the dismissal of our complaint, and our position regarding the GEM Warrants, including the exercise price and subsequent adjustments thereof, remains the same pending resolution of these disputes with GEM.
As of the date of this report, there has been no adjustment to the exercise price of the GEM Warrants given the ongoing disputes related to the exercise price.
Cost of revenues were $302,084 for the fiscal year ended December 31, 2024, an increase of $152,566, or 102%, from the comparable 2023 period.
There was no comparable revenue from Prevu in the fiscal year ended December 31, 2024. Cost of revenue. Cost of revenue was $2,067,060 for the fiscal year ended December 31, 2025, compared to $302,084 for the fiscal year ended December 31, 2024, an increase of approximately 584%.
This means that, as larger equity commitments are required, we will have less leverage and may have fewer acquisitions overall. We cannot provide any assurance that we will be able to raise additional funds on acceptable terms, if at all.
We cannot provide any assurance that we will be able to raise additional funds on acceptable terms, if at all. Our ability to raise additional capital will depend on various factors, including market conditions, investor demand, and our financial performance.
In accordance with the terms of the Sales Agreement, we may offer and sell from time to time through A.G.P., acting as sales agent, shares of our common stock having an aggregate offering price of up to $14,275,000 (the “Placement Shares”).
At the Market Offering On April 2, 2025, we entered into the HCW Sales Agreement under which we may offer and sell shares of our common stock from time to time through Wainwright , acting as exclusive sales agent.
We have irrevocably elected to apply this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public entities. Accordingly, our financial statements may not be comparable to other public companies that do not elect the extended transition period.
Accordingly, when a standard has different application dates for public and private companies, we may adopt the standard on the timeline applicable to private companies. As a result, our consolidated financial statements may not be comparable to those of other public companies that comply with public company effective dates.
ATM Program On December 19, 2024, we entered into an At the Market Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”).
In addition to these equity offerings, we entered into ATM Programs with A.G.P./Alliance Global Partners (“A.G.P.”) and Wainwright on December 19, 2024, which was terminated on March 29, 2025, and April 2, 2025, respectively.
As a result, we do not expect that the GEM Warrants will be exercised while these disputes are pending, however, if these disputes are not resolved through negotiations and these lawsuits are adversely determined against us, we may be required to adjust the GEM Warrants’ exercise price downward significantly, and we may incur penalties under the GEM Agreement and/or other litigation expenses related to these disputes, which could materially adversely impact our financial statements, cash flows and results of operations.
If these disputes are adversely determined against us, we may incur penalties under the GEM Agreement and/or additional litigation expenses and penalties related to these disputes, which could materially adversely impact our liquidity, capital resources and overall financial condition. 61 Management reassessed our liquidity and financial condition as of December 31, 2025 and determined that although the conditions which previously raised substantial doubt about our ability to continue as a going concern had improved, substantial doubt exists about our ability to continue as a going concern due to our recurring losses, negative operating cash flows and limited cash resources relative to our operating expenses.
Revenues were $948,420 for the fiscal year ended December 31, 2024, an increase of $691,984, or 270%, from the comparable 2023 period, which increase was primarily driven by revenue generated by our recently acquired companies in the technology services segment, which have been fully integrated in our business and operations.
Revenues were $4,518,498 for the fiscal year ended December 31, 2025, compared to $948,420 for the fiscal year ended December 31, 2024, an increase of approximately 376%. Our revenues currently consist primarily of revenues generated from our homebuying services, as well as revenues generated from our technology services.
TM” reflects our mission to eliminate traditional barriers to home ownership and make it more accessible and transparent. The reAlpha platform assists homebuyers with tasks such as mortgage pre-approval, booking tours, sending offer letters and completing property acquisitions.
These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking property tours, submitting offer letters, mortgage pre-approval and closing transactions.
Net loss from continuing operations was $7,682,714 for the fiscal year ended December 31, 2024, compared to $2,145,055 for the comparable 2023 period.
Operating expense was $18,458,396 for the fiscal year ended December 31, 2025, compared to $7,548,950 for the fiscal year ended December 31, 2024, an increase of approximately 145%.
Removed
The reAlpha platform also provides market insights, detailed property data, and uses large language models to answer queries and facilitate the homebuying process via a user-friendly, 24/7 web platform and iOS application. The reAlpha platform’s capabilities are complemented and supported by licensed real estate agents with reAlpha Realty, LLC, our in-house brokerage firm, on a no-obligation and commission-free basis.
Added
Our revenue model revolves around: (i) our homebuying services, which include realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees) directly to customers, mainly through the reAlpha platform, and (ii) our technology services, including software development services provided by our subsidiaries U.S.
Removed
Although the reAlpha platform is currently only available for homebuyers in 20 counties in Florida, we intend to expand its capabilities nationwide by the end of 2026 depending on numerous factors, including, among other things, our ability to acquire and maintain real estate and mortgage licenses in all 50 U.S. states and the District of Columbia, obtain additional MLS data, create and run successful marketing campaigns nationwide to gain brand recognition and increase our geographical reach and build a scalable technology infrastructure.
Added
To advance such strategy, we have, in recent years, announced the acquisitions of reAlpha Nepal, AiChat, Hyperfast, reAlpha Mortgage and Prevu, as well as the proposed acquisition of InstaMortgage, which would expand our mortgage operations by adding direct lending capabilities.
Removed
To advance such strategy, during 2024 we announced the acquisitions of Naamche, AiChat, Hyperfast and Be My Neighbor, and, since the beginning of 2025, GTG Financial. These acquisitions have added revenue, additional potential sources of revenue, technology services under our umbrella of product offerings, and, as further described below, additional operational and service-related capabilities to the reAlpha platform.
Added
Although we previously announced and completed the acquisition of GTG during the fiscal year ended December 31, 2025, GTG is no longer one of our subsidiaries as of August 21, 2025. For more information, see “Note 5–Business Combinations–Rescission of GTG Financial Acquisition” herein.
Removed
For instance, as a result of the acquisition of Be My Neighbor and GTG Financial, our in-house mortgage brokerage that operates through the reAlpha platform is now licensed to operate, in 30 U.S. states. Additionally, because of our acquisition of Hyperfast, we now can offer title, closing and settlement services in 3 U.S. states.
Added
As a result, in the first quarter of 2025, our Board approved the discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment and our technology services segment.
Removed
As a result of these acquisitions, consumers using the reAlpha platform have access to these services directly in the platform, both through the web platform and iOS application.
Added
Homebuying Services Our homebuying services segment consists of our (i) realty services offered by reAlpha Realty and Prevu; (ii) mortgage brokering services offered by reAlpha Mortgage and (iii) digital title and escrow services offered by Hyperfast.
Removed
We expect to continue seeking additional strategic acquisitions that we believe will add additional sources of potential revenue and services to homebuyers using the reAlpha platform, including, but not limited to, home-showing companies, wholesale mortgage lenders, companies providing services for post-closing services (such as utility hookups, among others) and real estate brokerages.
Added
It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest. 50 We seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage, mortgage brokering, title and escrow services) within a single platform; the integration of AI into our homebuying services offerings and our rebate, which is further described below.
Removed
Additionally, although we have already acquired two mortgage brokerage firms and a title company, we may consider further acquisitions of companies providing such services to increase the number of U.S. states we are licensed to operate in and the potential revenue opportunities associated with expanding our geographical markets and reach of the reAlpha platform.
Added
We have integrated AI into our homebuying services offerings through our development of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered tools for our loan officers.
Removed
The discontinuation of our rental business segment operations meets the criteria to be reported as discontinued operations (see “Note 16 – Discontinued Operations” for more information).
Added
“Claire” is powered by large language models and provides real-time customer support by answering questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface. “Claire” is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.
Removed
Business Segment The technology services segment is currently our only reportable segment following the approval by our board of directors to discontinue our rental business segment operations (see “Note 16 – Discontinued Operations” and “Note 17 – Segment Reporting” for more information).
Added
In addition to “Claire,” we use AI-powered internal tools, such as our proprietary AI-powered “Loan Officer Assistant,” which is intended to reduce manual review time for our loan officers, and the AI-powered “Engagement Agent,” which integrates with our customer relationship management system to automate certain intake and scheduling and other pre-application workflows for our loan officers.
Removed
Our technology services segment offers and develops AI-based products and services to customers in various industries, including, but not limited to, real estate, retail, hospitality and education industries.
Added
The “Loan Officer Assistant” automates key loan origination tasks, such as document collection and borrower communication and is designed to help loan officers manage higher volumes with greater efficiency while the “Engagement Agent” is designed to accelerate prospective borrower’s connection to loan officers for personalized support, improve prospective borrower engagement and reduce repetitive administrative work related to the intake, follow-up and scheduling processes.
Removed
Our technology development efforts are currently focused on the development and enhancement of the reAlpha platform. 49 Technology Services We seek to differentiate ourselves from competitors primarily through the integration of AI into our technologies for the real estate industry.
Added
As part of our strategy to differentiate ourselves from competitors and provide a customer-centric homebuying experience, we offer a rebate to homebuyers using the reAlpha platform.
Removed
Our revenue model revolves around our mortgage services, title services and related homebuying services through the reAlpha platform, which is currently under limited availability, and services offered by our subsidiaries, such as AiChat, Naamche, Be My Neighbor, Hyperfast and GTG Financial.
Added
Pursuant to the terms of the current commission rebate, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our realty services and an additional rebate of up to 0.5% of the home purchase price when bundling the mortgage brokering services with our realty services, in each case subject to the limitations, terms and conditions described in the buyer agreement.
Removed
In order to expand the availability of the reAlpha platform, and services provided thereunder, nationwide, we will need to obtain the relevant real estate and mortgage licenses in the U.S. states we are not yet licensed in, and, until we obtain such licenses, the reAlpha platform will remain under limited availability for homebuyers in 20 counties in Florida.
Added
The current commission rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement at closing.
Removed
While the reAlpha platform is under limited availability, we will continue offering standalone mortgage brokerage services through our subsidiaries, Be My Neighbor and GTG Financial, in 30 U.S. States and digital title and escrow services through our subsidiary, Hyperfast, in 3 U.S. states.
Added
Prior to the implementation of the current commission rebate in mid-January 2026, we offered the historic commission rebate, whereby eligible homebuyers could receive up to 75% of the buy-side brokerage commission paid in connection with the purchase of a home through the reAlpha platform as a rebate towards closing costs, subject to market-specific commissions and minimums.
Removed
We also plan to continue acquiring companies in the real estate market that provide services relating to the homebuying process, including, but not limited to, mortgage brokerage firms, title and escrow service providers, home insurance providers and others that are complementary to our business, which we expect to generate revenues by offering such services through the reAlpha platform, or as standalone offerings to customers.
Added
The buy-side brokerage commission was dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available to a homebuyer was determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage brokering, and digital title and escrow services.
Removed
We expect that our reAlpha platform will drive additional customers to these acquired companies through users interacting and buying homes on the reAlpha platform, which will expand their overall potential customer base. Recent Developments Acquisition of AiChat Pte. Ltd.
Added
Under this model, homebuyers could receive a 25% rebate when using only realty services, 50% when using two services and 75% when using all three services. The update to the current commission rebate in mid-January 2026 was designed to make the rebate easier for customers to understand.

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