Business Model and Strategy - The reAlpha platform aims to simplify the homebuying process through AI-driven tools, currently available in Florida, with plans for nationwide expansion by the end of 2026[144][145][156] - Homebuyers can receive up to 75% commission rebate on brokerage fees when using all three services (realty, mortgage brokering, and digital title and escrow) through the reAlpha platform[154] - The operational model has shifted from asset-heavy short-term rental operations to a technology-focused approach, leading to the discontinuation of the rental business segment[149][151] - The technology services segment is the only reportable segment following the discontinuation of the rental business, focusing on AI-based products for various industries[151][152] - The company plans to continue acquiring complementary businesses to enhance the reAlpha platform and expand service offerings[147][156] Financial Performance - Revenue for the three months ended September 30, 2025, was $1,445,137, an increase of approximately 326% compared to $339,227 for the same period in 2024[183] - Cost of revenue increased to $695,557 for the three months ended September 30, 2025, reflecting a 514% increase from $113,361 in the same period in 2024[184] - Operating expenses rose to $5,698,381 for the three months ended September 30, 2025, representing a 208% increase compared to $1,851,056 for the same period in 2024[186] - Gross profit for the three months ended September 30, 2025, was $749,580, compared to $225,866 for the same period in 2024[183] - Revenue for the nine months ended September 30, 2025, was $3,623,153, a 759% increase from $422,006 in the same period in 2024[188] - Cost of revenue increased to $1,733,441 for the nine months ended September 30, 2025, representing a 1141% increase from $139,687 in 2024[189] - Operating expenses rose to $13,301,152 for the nine months ended September 30, 2025, an increase of approximately 216% from $4,202,728 in 2024[190] - The company reported a net loss of $12,741,692 for the nine months ended September 30, 2025, compared to a net loss of $4,995,931 in the same period in 2024[194] - Adjusted EBITDA for the nine months ended September 30, 2025, was $(6,467,579), compared to $(3,598,519) in 2024[194] Cash Flow and Financing - Cash and cash equivalents as of September 30, 2025, were approximately $9.3 million, up from $3.1 million as of December 31, 2024[196] - The company raised gross proceeds of $2.0 million from the 2025 Public Offering on July 18, 2025, with additional proceeds of approximately $3.5 million from warrant exercises[198] - An aggregate of $5.0 million in gross proceeds was raised from the Registered Offering and concurrent Private Placement on July 22, 2025, with additional proceeds of approximately $4.5 million from warrant exercises[199] - For the nine months ended September 30, 2025, net cash used in operating activities was approximately $8.8 million, an increase from approximately $3.8 million for the same period in 2024, primarily due to higher operating expenses related to acquisitions[208] - Net cash provided by financing activities for the nine months ended September 30, 2025, was approximately $15.0 million, compared to approximately $4.8 million for the same period in 2024, driven by capital raised through various programs and warrant exercises[210] - The company fully repaid the outstanding balance under the Note in full, amounting to approximately $4.46 million, improving liquidity by eliminating adverse redemption conditions[203] - The company may require additional financing in the future to support capital expenditures, research and development, and market expansion, which could include equity or debt financing[204] Compliance and Legal Matters - The company is currently under a compliance period with Nasdaq to regain a minimum bid price of $1 per share by November 17, 2025[157][161] - The company has been given until November 17, 2025, to regain compliance with Nasdaq's Minimum Bid Price Requirement, following a notification received on May 20, 2025[227] - The company faces potential delisting from Nasdaq, which could adversely affect the liquidity of its common stock and result in significant material adverse consequences[232] - The company is currently involved in ongoing litigation regarding the GEM Warrants, which may materially impact financial statements and cash flows if not resolved favorably[202] - The company is permanently barred from raising capital in Massachusetts due to a Consent Order, limiting its ability to sell securities in that state[235] Market Conditions - Financial results are highly dependent on macroeconomic conditions and U.S. residential real estate market conditions, which are seasonal and cyclical[236] - During periods of high interest rates, refinancing activity and home purchase transactions generally decline, negatively impacting demand for the company's real estate services[238] - The company may experience significant fluctuations in revenues due to the cyclical nature of loan origination activity and broader real estate market conditions[239] - The residential real estate and mortgage markets are subject to seasonal trends, affecting transaction volumes and demand for services[240] Corporate Governance and Operations - The company continues to comply with SEC regulations as evidenced by the filing of multiple forms and agreements[259] - The executive employment agreements for key personnel were amended, reflecting potential strategic shifts in management[259] - The report was signed by the CEO and CFO, confirming the accuracy of the financial disclosures[263] - The company has incurred significant legal and professional fees totaling approximately $2.7 million as part of its operational expenses[208] - The company has not reported any significant new product developments or market expansions in this quarter[256] - There were no acquisitions or mergers disclosed during this reporting period[256] - No unregistered sales of equity securities occurred during the fiscal quarter ended September 30, 2025[252] - There were no defaults upon senior securities reported[253] - No mine safety disclosures were applicable for the company[254] - No changes were made to trading arrangements by the company's directors or officers during the fiscal quarter[255] - The company filed various exhibits including a Rescission Certificate and amended bylaws, indicating ongoing corporate governance activities[257][258]

Core Insights - reAlpha Tech Corp has fully integrated its subsidiary Naamche into its brand and operating model, reflecting its 'One reAlpha' strategy aimed at empowering homebuyers through technology [1][4] Integration and Strategy - The integration of Naamche, which was acquired in 2024, is pivotal for developing reAlpha's proprietary AI solutions, including the AI-powered homebuying concierge and internal AI Loan Officer Assistant [2][4] - Naamche's team of over 30 professionals is now embedded within reAlpha's product and technology organization, enhancing collaboration and innovation across geographies [3][4] - The integration aims to strengthen reAlpha's technology strategy, accelerate AI product development, and ensure cohesive operations across real estate, mortgage, and title services [4] Company Overview - reAlpha Tech Corp is an AI-powered real estate technology company focused on transforming the U.S. real estate services market, developing an end-to-end platform that integrates brokerage, mortgage, and title services [5]

Core Insights - reAlpha Tech Corp. is expanding its mortgage division, reAlpha Mortgage, into Nevada, aligning with its national rollout strategy and targeting a rapidly growing mortgage and housing market [1][4] - Nevada's mortgage origination volume reached over $24 billion in 2024, marking a 21.8% year-over-year increase, with the Las Vegas-Henderson area contributing approximately $18 billion and growing by 27.4% [1][3] - The appointment of Jennifer Buserini as the originating loan officer for Nevada is expected to enhance the company's local market presence, leveraging her extensive experience and productivity [1][6] Company Strategy - The expansion into Nevada is part of reAlpha's strategy to unify realty, mortgage, and title services under a technology-driven platform, aiming to streamline the homebuying process and improve cost efficiency for consumers [4][6] - With licensing secured in 31 states, reAlpha Mortgage is making significant progress in its national expansion efforts [4] Market Opportunity - Nevada is identified as the sixth fastest-growing state in the U.S. by population, driven by inbound migration and a favorable housing market characterized by rising inventory levels [1][4] - The company offers a comprehensive suite of mortgage products, including Conventional, VA, FHA, and USDA loans, supported by a network of over 100 lenders and AI-optimized operations [3][4]

Core Points - reAlpha Tech Corp has regained compliance with Nasdaq's minimum market value of listed securities requirement, confirming its market value closed at or above $35 million for 10 consecutive business days as of September 22, 2025 [1][2][3] Company Overview - reAlpha Tech Corp is an AI-powered real estate technology company focused on transforming the U.S. real estate services market, developing an end-to-end platform that integrates brokerage, mortgage, and title services [4] - The company employs a strategic, acquisition-driven growth model and proprietary AI infrastructure to create a vertically integrated ecosystem aimed at simplifying the path to homeownership [4]

Core Insights - reAlpha Tech Corp has upgraded its AI assistant, Claire, to function as a digital homebuying concierge, enhancing the homebuying experience for users [1][3] Industry Context - U.S. homebuyers are currently facing affordability challenges due to high home prices and elevated interest rates, with real estate commissions averaging 5.6% of a home's sale price [2] - A survey indicates that nearly 40% of prospective buyers are utilizing AI tools for various aspects of the homebuying process [2] Company Strategy - The upgrade of Claire aligns with reAlpha's mission to empower homebuyers through technology, providing personalized property recommendations and educational resources [3][4] - The concierge service adapts to buyers' needs, offering tailored entry points for both first-time and experienced buyers [5] Technology Integration - Claire utilizes a proprietary AI infrastructure that combines generative AI, large language models, and real estate intelligence to deliver contextually accurate guidance [7] - The platform ensures a seamless experience by integrating various services, allowing buyers to transition smoothly from searching for homes to closing deals [6] Financial Benefits - Through reAlpha's commission rebate program, homebuyers can receive 75% of the buyer's agent's commission back at closing, averaging savings of approximately $8,000 per transaction [8][10] - The enhanced concierge experience aims to reduce complexity and generate measurable value for buyers, contributing to a more efficient homebuying process [8][10]

Core Insights - reAlpha Tech Corp has upgraded its internal AI Loan Officer Assistant to enhance mortgage operations by automating document classification, extraction, and validation, allowing loan officers to focus more on advising borrowers [1][6] Company Developments - The upgraded assistant can now automate the classification of over 75 types of borrower documents, utilizing optical character recognition (OCR) and generative AI to achieve initial accuracy rates of around 95%, which can improve to over 99% with calibration [2][5] - The upgrade is expected to reduce manual review time per loan, enabling loan officers to handle more loans daily and spend more time on customer interactions [3][6] - The internal assistant serves as a quality-control layer, flagging inconsistencies and validating data before underwriting, thus ensuring compliance and trust [5] Industry Context - The total mortgage origination volume in the U.S. exceeded $1.79 trillion in 2024 and is projected to reach $2.3 trillion in 2025, indicating a significant market opportunity for reAlpha [4] - By integrating AI into its mortgage operations, reAlpha aims to capture efficiency gains within the multi-trillion-dollar real estate services market, addressing industry-wide challenges related to cost and speed [4][8] Future Outlook - reAlpha is developing further upgrades to automate borrower income analysis, which is a complex step in the loan origination process, aiming to streamline income verification and enhance accuracy [7]

Core Insights - reAlpha Tech Corp. will present at the H.C. Wainwright 27th Annual Global Investment Conference from September 8-10, 2025, in New York City [1][2] - The presentation is scheduled for September 8th at 11:00 AM ET, with opportunities for one-on-one investor meetings [2] - CEO Mike Logozzo emphasized the importance of the conference for updating the investment community on the company's progress and its AI-powered technology's impact on the homebuying journey [3] Company Overview - reAlpha Tech Corp. is an AI-powered real estate technology company focused on transforming the U.S. real estate services market, which is valued in the multi-trillion-dollar range [4] - The company is developing an end-to-end platform that integrates brokerage, mortgage, and title services to streamline real estate transactions [4] - reAlpha employs a strategic, acquisition-driven growth model and proprietary AI infrastructure to create a vertically integrated ecosystem aimed at simplifying and making homeownership more affordable [4]

Core Viewpoint - reAlpha Tech Corp. is expanding its AI-powered real estate platform into Georgia, marking its entry into a third major state and enhancing its operational footprint [1][2][3] Group 1: Expansion Details - Georgia recorded over 125,000 home sales in 2024, with a median sale price of $375,000, leading to an annual residential transaction volume of approximately $47 billion [2] - The expansion targets key markets in Georgia, including Atlanta, Savannah, Augusta, and Macon, to serve a growing base of prospective homebuyers [2][3] - The company aims to leverage a media-for-equity partnership with Mercurius Media Capital to enhance brand awareness and consumer reach in Georgia [3] Group 2: Platform Features - reAlpha's AI-powered homebuying platform offers a commission-back experience, saving an average of around $8,000 at closing for homebuyers [4][7] - The platform integrates various services such as realty, title, and mortgage, providing personalized home recommendations and real-time support through its AI assistant, Claire [4][8] - The platform currently has IDX coverage reaching approximately 97% of active listings in Georgia [6] Group 3: Existing Operations - reAlpha has been operating in Georgia since 2018 through its licensed AI-enhanced mortgage subsidiary, reAlpha Mortgage, which currently operates across 30 states [5] - The addition of real estate brokerage capabilities positions reAlpha to deliver a more connected experience for homebuyers in Georgia [5][7] Group 4: Future Plans - The company plans to launch its services in additional states in the coming months, following its expansion into Georgia [7]

S-1 1 aire_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on August 18, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 reAlpha Tech Corp. (Exact name of registrant as specified in its charter) Delaware 2834 86-3425507 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Nu ...

[Q2 2025 Performance Overview](index=1&type=section&id=Q2%202025%20Performance%20Overview) Summarizes reAlpha Tech Corp.'s financial results and key business developments for Q2 2025 [Financial Highlights](index=1&type=section&id=Financial%20Highlights) reAlpha Tech Corp. reported substantial revenue growth in Q2 2025, primarily driven by mortgage brokerage transactions, but experienced increased net losses and a decline in gross profit margin year-over-year, alongside a significant decrease in cash Key Financial Metrics (Q2 2025 vs Q2 2024) | Metric | Q2 2025 ($) | Q2 2024 ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | | Revenue | 1,300,000 | 62,353 | 1,909% | | Cash (period end) | 587,311 | 3,700,000 | -84.1% | | Gross Profit | 621,465 | 44,103 | 1,309% | | Gross Profit Margin | 50% | 71% | -21 ppts | | Adjusted EBITDA | (3,500,000) | (1,100,000) | -218% | | Net Loss | (4,100,000) | (1,500,000) | -173% | - The increase in gross profit was primarily driven by mortgage brokerage transactions provided by subsidiaries, reAlpha Mortgage and GTG Financial, Inc., which included loan origination fees, broker commissions, and processing fees[5](index=5&type=chunk) - Gross profit margin declined from **71% to 50%** year-over-year, reflecting higher cost of revenue from delivering loan brokerage services and technology solutions[5](index=5&type=chunk) [Business Highlights](index=1&type=section&id=Business%20Highlights) reAlpha made significant strategic and operational advancements, including key leadership appointments, the launch of an AI-powered Loan Officer Assistant, early repayment of a secured promissory note, expansion into new markets, and integration of its technology platform - Mike Logozzo was appointed Chief Executive Officer in June 2025, succeeding founder Giri Devanur, who now serves as Executive Chairman[6](index=6&type=chunk) - Launched a proprietary AI-powered Loan Officer Assistant to streamline mortgage operations, automating key loan origination tasks and showing an approximately **60% reduction in manual document preparation time**[6](index=6&type=chunk) - Fully repaid the approximately **$4.47 million principal balance** outstanding on its **$5.45 million secured promissory note** to Streeterville Capital prior to its scheduled maturity, strengthening the balance sheet[6](index=6&type=chunk) - Appointed Cristol Rippe as Chief Marketing Officer to lead brand, marketing, and communications, bringing over **20 years of experience** in fintech and real estate[9](index=9&type=chunk) - Implemented a new internal organizational structure, transitioning to a functional model to enhance operational efficiency and cross-functional coordination[9](index=9&type=chunk) - Expanded its AI-powered homebuying platform into Texas with real estate brokerage services and entered the Utah mortgage market, marking the first step in its national rollout strategy[9](index=9&type=chunk) - Rebranded 'Be My Neighbor' to 'reAlpha Mortgage' and strengthened its leadership with new CEO and Chief Sales Officer appointments, along with onboarding **five high-performing loan officers**[9](index=9&type=chunk) - Launched a redesigned website and fully integrated its customer relationship management (CRM) platform across real estate and mortgage operations to automate lead capture and pipeline management[9](index=9&type=chunk) [Company Information](index=2&type=section&id=Company%20Information) Outlines reAlpha Tech Corp.'s business model and includes disclosures on forward-looking statements [About reAlpha Tech Corp.](index=2&type=section&id=About%20reAlpha%20Tech%20Corp.) reAlpha Tech Corp. is an AI-powered real estate technology company focused on transforming the U.S. real estate services market by developing an end-to-end platform for homebuying, including brokerage, mortgage, and title services, through an acquisition-driven growth model - reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company transforming the multi-trillion dollar U.S. real estate services market[7](index=7&type=chunk) - The company is developing an end-to-end platform that streamlines the homebuying journey, including real estate brokerage, mortgage, and title services[7](index=7&type=chunk) - reAlpha is building a vertically integrated ecosystem designed to deliver a streamlined and more affordable path to homeownership, utilizing a strategic, acquisition-driven growth model and proprietary AI infrastructure[7](index=7&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section outlines the forward-looking nature of certain statements within the press release, emphasizing that actual results may differ materially due to various risks and uncertainties, and advises readers not to place undue reliance on these statements - The press release includes forward-looking statements, identifiable by terminology such as 'may', 'should', 'expect', 'intend', 'will', 'estimate', 'anticipate', 'believe', 'predict', 'potential' or 'continue'[8](index=8&type=chunk) - Factors that may cause actual results to differ materially include reAlpha's ability to pay contractual obligations, liquidity, operating performance, ability to secure adequate financing, limited operating history, technology acceptance, commercialization of AI, market entry, integration of acquired businesses, loss of key employees, legal proceedings, licensing, and ability to identify and acquire complementary companies[8](index=8&type=chunk)[10](index=10&type=chunk) - Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, except as required by law[10](index=10&type=chunk) [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) Presents reAlpha Tech Corp.'s condensed consolidated balance sheets, statements of operations, and cash flows [Condensed Consolidated Balance Sheet](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) The balance sheet as of June 30, 2025, shows an increase in total assets and total liabilities compared to December 31, 2024, primarily driven by growth in current assets and deferred liabilities, while cash significantly decreased and stockholders' equity shifted to a deficit Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------- | :------------ | :---------------- | | Cash | 587,311 | 3,123,530 | | Total Current Assets | 5,061,607 | 4,043,098 | | Total Assets | 15,517,538 | 11,994,458 | | Total Current Liabilities | 9,488,487 | 4,145,437 | | Total Liabilities | 16,618,018 | 10,426,986 | | Total Stockholders' (Deficit) Equity | (1,100,480) | 1,567,472 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The statements of operations indicate substantial revenue growth for both the three and six months ended June 30, 2025, compared to the prior year, but also a significant increase in operating expenses and net loss, reflecting increased investment in growth and operations Statements of Operations Highlights (Three Months Ended June 30) | Metric | Q2 2025 ($) | Q2 2024 ($) | | :-------------------------- | :------------ | :------------ | | Revenues | 1,252,381 | 62,353 | | Cost of revenues | 630,916 | 18,250 | | Gross Profit | 621,465 | 44,103 | | Total operating expenses | 4,710,595 | 1,253,498 | | Operating Loss | (4,089,130) | (1,209,395) | | Net Loss | (4,110,016) | (1,478,312) | | Basic loss per share | (0.08) | (0.03) | Statements of Operations Highlights (Six Months Ended June 30) | Metric | H1 2025 ($) | H1 2024 ($) | | :-------------------------- | :------------ | :------------ | | Revenues | 2,178,016 | 82,779 | | Cost of revenues | 1,037,884 | 36,499 | | Gross Profit | 1,140,132 | 46,280 | | Total operating expenses | 7,651,521 | 2,488,704 | | Operating Loss | (6,511,389) | (2,442,424) | | Net Loss | (6,960,368) | (2,897,357) | | Basic loss per share | (0.14) | (0.07) | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, reAlpha experienced a significant net cash outflow from operating activities, partially offset by net cash provided by financing activities, resulting in a net decrease in cash and a lower cash balance at period end compared to the prior year Cash Flow Highlights (Six Months Ended June 30) | Activity | H1 2025 ($) | H1 2024 ($) | | :-------------------------------------- | :------------ | :------------ | | Net cash used in operating activities | (4,602,029) | (2,550,879) | | Net cash provided by (used in) investing activities | 191,132 | (79,423) | | Net cash provided by (used in) financing activities | 1,874,264 | (143,885) | | Net decrease in cash | (2,536,633) | (2,774,187) | | Cash - End of Period | 587,311 | 3,682,327 | - Non-cash investing and financing activities included preferred stock issuance for MMC and GTG Financial transactions, deferred cash payments for GTG Financial, and common stock issuance for GTG acquisition and Streeterville Capital, LLC[18](index=18&type=chunk) [Non-GAAP Financial Measures](index=7&type=section&id=Non-GAAP%20Financial%20Measures) Provides a reconciliation of non-GAAP financial measures, specifically Adjusted EBITDA, to comparable GAAP financial measures [Adjusted EBITDA Reconciliation](index=7&type=section&id=Adjusted%20EBITDA%20Reconciliation) reAlpha uses Adjusted EBITDA as a non-GAAP financial measure to evaluate operating performance, excluding non-cash, non-operating, or non-recurring items, showing an increased adjusted loss for both the three and six months ended June 30, 2025 - Adjusted EBITDA is used to evaluate ongoing operations and for internal planning and forecasting, providing consistency and comparability with past financial performance[19](index=19&type=chunk) - Adjusted EBITDA is reconciled to net income (loss) by excluding interest expense, depreciation and amortization, changes in fair value of contingent consideration and preferred stock, share-based compensation, and other non-cash, non-operating, or non-recurring items[20](index=20&type=chunk) Adjusted EBITDA (Q2 and H1 2025 vs 2024) | Metric | Q2 2025 ($) | Q2 2024 ($) | H1 2025 ($) | H1 2024 ($) | | :---------------- | :------------ | :------------ | :------------ | :------------ | | Net loss | (4,110,016) | (1,478,312) | (6,960,367) | (2,897,357) | | Adjusted EBITDA | (3,474,092) | (1,147,511) | (5,286,097) | (2,236,601) |