[10-Q/A] reAlpha Tech Corp. Amended Quarterly Earnings Report

Rhea-AI Filing Summary

reAlpha Tech Corp. (AIRE) amended its quarterly report to disclose capital structure changes and certain financing activities through June 30, 2025. The company had 52,364,654 common shares and 264,043 Series A preferred shares outstanding as of June 30, 2025, up from 45,864,503 common shares at year-end 2024. During the quarter the company issued equity to satisfy obligations, completed a warrant inducement that generated approximately $3.1 million gross proceeds and recorded a $515,307 excess fair value charge to additional paid-in capital. A previously outstanding Note was repaid in full, extinguishing that obligation. The company reported a $1,959,000 Level 3 liability valuation and updated CECL provisioning for receivables.

Positive

• Raised gross proceeds of approximately $3.1 million through a warrant inducement and additional equity issuances, providing working capital.
• Full repayment and cancellation of a Note, extinguishing the related financial obligation and reducing debt exposure.
• Increased liquidity via equity issuances including placement activity that generated net proceeds of approximately $4.5 million in a separate offering (net of fees).

Negative

• Shareholder dilution: common shares increased from 45,864,503 to 52,364,654, reducing existing ownership percentages.
• Equity issuance costs and charges: $515,307 charged to additional paid-in capital and an $835,866 measurement-period adjustment reducing goodwill.
• Significant Level 3 liability of $1,959,000 based on unobservable inputs, introducing valuation uncertainty.

Insights

Financial Analyst

TL;DR: Equity financings and warrant modifications materially increased share count and raised capital, while extinguishing a note reduced debt risk.

The company raised gross proceeds of approximately $3.1 million via a warrant inducement and other equity issuances, increasing common shares outstanding from 45.86M to 52.36M over six months, which dilutes existing holders but provides working capital. The full repayment and cancellation of a Note removes that liability and interest exposure. The $1.96M Level 3 liability uses unobservable inputs and adds valuation uncertainty. Accounting adjustments included a $835,866 measurement period reduction to goodwill and a $515,307 charge to APIC for warrant value.

Corporate Governance Expert

TL;DR: Management completed multiple equity transactions and a debt extinguishment; governance disclosures are present but require monitoring for related-party items.

Disclosures show related-party relationships and ordinary-course transactions; governance appears to have documented stockholder approvals for warrant-related issuances. The increase in authorized and designated preferred shares and issuance of Series A shares indicate capital structure flexibility. The company disclosed intercompany eliminations and CECL updates, but the Level 3 valuation and measurement-period adjustments warrant transparent board oversight and robust valuation controls.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A 

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025 

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 001-41839

REALPHA TECH CORP.

(Exact name of registrant as specified in its charter)

Delaware		86-3425507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6515 Longshore Loop, Suite 100

Dublin, OH 43017

(Address of principal executive offices)

(Zip Code)

(707) 732-5742

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AIRE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2025, the registrant has 83,765,039 shares of common stock, par value $0.001, issued and outstanding.

EXPLANATORY NOTE

On August 14, 2025, reAlpha Tech Corp. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Original Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to the Original Form 10-Q (this “Amendment”) is being filed solely for the purpose of correcting certain inadvertent typographical errors in the cover page and “Item 1. Financial Statements” of Part I of the Original Form 10-Q. Specifically, this Amendment corrects (i) the number of shares of the Company’s common stock on the cover page of the Original Form 10-Q as of the latest practicable date from 83,775,039 to 83,765,039, (ii) the amount reflected in the condensed consolidated statements of operations and comprehensive loss line item “Total operating expenses” by changing it from $4,829,411 to $4,710,595, and (iii) the amount reflected in the condensed consolidated statements of operations and comprehensive loss line item “Operating Loss” by changing it from $(4,207,946) to $(4,089,130). The effect of the changes described herein did not impact any other amounts reflected in the condensed consolidated statements of operations and comprehensive loss, nor did it impact the condensed consolidated balance sheet or condensed consolidated statements of changes in stockholders’ equity (deficit).

In addition, pursuant to the rules of the SEC, “Item 6. Exhibits” of Part II of the Original Form 10-Q has been amended to provide currently dated certifications from the Company’s Principal Executive Officer and Principal Financial and Accounting Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are included as Exhibits 31.1, 31.2 and 32.1 hereto.

Except for the foregoing information that was specifically corrected herein, this Amendment and the disclosures herein have not been updated to reflect events, results or developments that occurred after the date of the Original Form 10-Q nor does it change any other disclosures contained in the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and our filings made with the SEC subsequent to the filing of the Original Form 10-Q.

REALPHA TECH CORP.

FORM 10-Q/A

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION		1
Item 1.	Financial Statements		1
	Condensed Consolidated Balance Sheet as of June 30, 2025 (Unaudited) and December 31, 2024		1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)		2
	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)		3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements (Unaudited)		6
Item 6.	Exhibits		24
	SIGNATURES		25

i

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Balance Sheet

June 30, 2025 (Unaudited) and December 31, 2024

		June 30, 2025				December 31, 2024
ASSETS
Current Assets
Cash		$	587,311			$	3,123,530
Accounts receivable, net			197,158				182,425
Receivable from related parties			2,259				12,873
Prepaid expenses			3,849,221				180,158
Current assets of discontinued operations			53,476				56,931
Other current assets			372,182				487,181
Total current assets		$	5,061,607			$	4,043,098
Property and Equipment, at cost
Property and equipment, net			51,328				102,638
Other Assets
Investments			212,602				215,000
Other long term assets			848,000				31,250
Intangible assets, net			3,172,083				3,285,406
Goodwill			6,171,918				4,211,166
Capitalized software development - work in progress			—				105,900
TOTAL ASSETS		$	15,517,538			$	11,994,458
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable		$	1,184,106			$	655,765
Related party payables			5,724				9,287
Short term loans - related parties -current portion			258,239				261,986
Short term loans - unrelated parties -current portion			324,656				519,153
Note payable, current-net of discount			3,741,878				—
Accrued expenses			1,057,665				1,164,813
Deferred liabilities, current portion			2,916,219				1,534,433
Total current liabilities		$	9,488,487			$	4,145,437
Long-Term Liabilities
Embedded derivative liability			4,745,634				—
Preferred stock liability			249,458				—
Other long term loans - related parties - net of current portion			22,514				45,052
Other long term loans - unrelated parties - net of current portion			152,925				241,121
Note payable, net of discount			—				4,909,376
Other long term liabilities			1,959,000				1,086,000
Total liabilities		$	16,618,018			$	10,426,986
Stockholders’ Equity (Deficit)
Preferred stock ($0.001 par value; 5,000,000 shares authorized) 1,000,000 shares designated as Series A Convertible Preferred Stock; 264,063 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively			—				—
Common stock ($0.001 par value; 200,000,000 shares authorized, 52,364,654 shares outstanding as of June 30, 2025; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024)			52,363				45,865
Additional paid-in capital			44,174,344				39,770,060
Accumulated deficit			(45,222,909	)			(38,260,913	)
Accumulated other comprehensive income			(113,356	)			5,011
Total stockholders’ (deficit) equity of reAlpha Tech Corp.			(1,109,558	)			1,560,023
Non-controlling interests in consolidated entities			9,078				7,449
Total stockholders’ (deficit) equity			(1,100,480	)			1,567,472
TOTAL LIABILITIES AND STOCKOLDERS’ (DEFICIT) EQUITY		$	15,517,538			$	11,994,458

1

Table of Contents

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

		For the Three Months Ended								For the Six Months Ended
		June 30, 2025				June 30, 2024				June 30, 2025				June 30, 2024
Revenues		$	1,252,381			$	62,353			$	2,178,016			$	82,779
Cost of revenues			630,916				18,250				1,037,884				36,499
Gross Profit			621,465				44,103				1,140,132				46,280
Operating Expenses
Wages, benefits and payroll taxes			1,576,421				476,179				2,636,525				895,084
Repairs and maintenance			106				846				960				1,595
Utilities			6,705				979				11,918				2,641
Travel			23,393				64,317				84,384				111,281
Dues and subscriptions			40,007				24,385				92,239				36,743
Marketing and advertising			1,483,672				130,378				2,002,611				207,740
Professional and legal fees			1,003,732				311,792				1,745,891				780,517
Depreciation and amortization			131,045				69,331				310,194				140,784
Impairment of capitalized software			105,900				—				105,900				—
Other operating expenses			339,614				175,291				660,899				312,319
Total operating expenses			4,710,595				1,253,498				7,651,521				2,488,704
Operating Loss			(4,089,130	)			(1,209,395	)			(6,511,389	)			(2,442,424	)
Other Expense (income)
Changes in fair value of contingent consideration			(174,000	)			—				(81,000	)			—
Interest expense, net			292,004				678				497,251				11,123
Change in fair value of preferred stock liability and embedded derivative liability			(339,378	)			—				(339,378	)			—
Other expense, net			242,260				267,368				372,106				442,100
Total other expense			20,886				268,046				448,979				453,223
Net Loss from continuing operations before income taxes			(4,110,016	)			(1,477,441	)			(6,960,368	)			(2,895,647	)
Income tax (expense) benefit			—				—				—				—
Net Loss from continuing operations			(4,110,016	)			(1,477,441	)			(6,960,368	)			(2,895,647	)
Discontinued operations (Rhove)
Loss from operations of discontinued Operations			—				(871	)			—				(1,710	)
Income tax benefit			—				—				—				—
Loss on discontinued operations			—				(871	)			—				(1,710	)
Net Loss		$	(4,110,016	)		$	(1,478,312	)		$	(6,960,368	)		$	(2,897,357	)
Less: Net Loss Attributable to Non-Controlling Interests			2,038				17				1,629				(48	)
Net Loss Attributable to Controlling Interests		$	(4,112,054	)		$	(1,478,329	)		$	(6,961,997	)		$	(2,897,309	)
Other comprehensive income
Foreign currency translation adjustments			(106,436	)			—				(98,511	)			—
Total other comprehensive loss			(106,436	)			—				(98,511	)			—
Comprehensive Loss Attributable to Controlling Interests		$	(4,218,490	)		$	(1,478,329	)		$	(7,060,508	)		$	(2,897,309	)
Basic loss per share
Continuing operations		$	(0.08	)		$	(0.03	)		$	(0.14	)		$	(0.07	)
Discontinued operations		$	—			$	—			$	—			$	—
Net Loss per share — basic		$	(0.08	)		$	(0.03	)		$	(0.14	)		$	(0.07	)
Diluted loss per share
Continuing operations		$	(0.08	)		$	(0.03	)		$	(0.14	)		$	(0.07	)
Discontinued operations		$	—			$	—			$	—			$	—
Net Loss per share — diluted		$	(0.08	)		$	(0.03	)		$	(0.14	)		$	(0.07	)
Weighted-average outstanding shares — basic			51,289,445				44,244,893				48,663,950				44,173,208
Weighted-average outstanding shares — diluted			51,289,445				44,244,893				48,663,950				44,173,208

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reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Six Months Ended June 30, 2025, and 2024 (unaudited)

		Common Stock								Series A Convertible Preferred Stock								Additional Paid-in				Accumulated				Accumulated Other Comprehensive				ReAlpha Tech Corp. and Subsidiaries				Non- Controlling				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Loss				Equity				Interests				Equity
Balance at December 31, 2023			44,122,091			$	44,123				—			$	—			$	36,899,497			$	(12,237,885	)		$	—			$	24,705,735			$	3,050			$	24,708,785
Net loss			—				—				—				—				—				(1,418,980	)			—				(1,418,980	)			(65	)			(1,419,045	)
Balance at March 31, 2024			44,122,091			$	44,123				—			$	—			$	36,899,497			$	(13,656,865	)		$	—			$	23,286,755			$	2,985			$	23,289,740
Net loss			—				—				—				—				—				(1,478,329	)			—				(1,478,329	)			17				(1,478,312	)
Common stock issuance to employees & directors			201,135				201				—				—				202,945				—				—				203,146				—				203,146
Common stock issuance to Naamche acquisition			—				—				—				—				193,500				—				—				193,500				—				193,500
RTC India - non controlling interest			—				—				—				—				—				—				—				—				5				5
Balance at June 30, 2024			44,323,226			$	44,324			$	—			$	—			$	37,295,942			$	(15,135,194	)		$	—			$	22,205,072			$	3,007			$	22,208,079

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		Common Stock								Series A Convertible Preferred Stock								Additional Paid-in				Accumulated				Accumulated Other Comprehensive				ReAlpha Tech Corp. and Subsidiaries				Non- Controlling				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Loss (Gain)				Equity				Interests				Equity
Balance at December 31, 2024			45,864,503			$	45,865				—			$	—			$	39,770,060			$	(38,260,913	)		$	5,011			$	1,560,023			$	7,449			$	1,567,472
Net loss			—				—				—				—				—				(2,849,942	)			—				(2,849,942	)			(409	)			(2,850,351	)
Other comprehensive loss			—				—				—				—				—				—				(11,931	)			(11,931	)			—				(11,931	)
Common stock issuance to AiChat10X Pte.			189,679				189				—				—				(189	)			—				—				—				—				—
Common stock issuance through ATM			160,879				160				—				—				231,075				—				—				231,235				—				231,235
Common stock issuance to Streeterville Capital, LLC			15,873				16				—				—				19,984				—				—				20,000				—				20,000
Stock-based compensation			—				—				—				—				78,355				—				—				78,355				—				78,355
Balance at March 31, 2025			46,230,934			$	46,230			$	—			$	—			$	40,099,285			$	(41,110,855	)		$	(6,920	)		$	(972,260	)		$	7,040			$	(965,220	)
Net loss			—				—				—				—				—				(4,112,054	)			—				(4,112,054	)			2,038				(4,110,016	)
Other comprehensive loss			—				—				—				—				—				—				(106,436	)			(106,436	)			—				(106,436	)
Common stock issuance for warrants exercised			4,218,751				4,218				—				—				2,930,692				—				—				2,934,910				—				2,934,910
Common stock issuance for GTG acquisition			700,055				700				—				—				450,435				—				—				451,135				—				451,135
Common stock issuance to Employees			99,100				99				—				—				63,952				—				—				64,051				—				64,051
Common stock issuance to Streeterville Capital, LLC			747,607				748				—				—				369,317				—				—				370,065				—				370,065
Common stock issuance to Non- Employee			50,505				50				—				—				24,950				—				—				25,000				—				25,000
Common stock issuance through ATM			317,702				318				—				—				106,776				—				—				107,094				—				107,094
Stock-based compensation			—				—				—				—				128,937				—				—				128,937				—				128,937
Balance at June 30, 2025			52,364,654				52,363				—				—				44,174,344				(45,222,909	)			(113,356	)			(1,109,558	)			9,078				(1,100,480	)

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reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025, and 2024 (unaudited)

		For the Six Months Ended				For the Six Months Ended
		June 30, 2025				June 30, 2024
Cash Flows from Operating Activities:
Net Loss		$	(6,960,368	)		$	(2,897,357	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			261,444				140,784
Impairment of capitalized software			105,900				—
Amortization of loan discounts			242,502				—
Stock based compensation			271,343				203,146
Change in fair value of contingent consideration			(81,000	)			—
Loss on extinguishment of debt			70,065				—
Change in fair value of preferred stock liability and embedded derivative liability			(339,378	)			—
Non cash commitment fee expenses			250,000				250,000
Non cash marketing and advertising			1,293,991				—
Non cash compensation - GTG Financial			106,000				—
Non cash dividend payable Series A convertible preferred stock			49,548				—
Loss/(gain) on sale of properties			48,748				(31,392	)
Loss/(gain) from equity method investment			2,398				(129,045	)
Changes in operating assets and liabilities
Accounts receivable			(14,733	)			152,829
Receivable from related parties			10,614				—
Payable to related parties			(3,563	)			—
Prepaid expenses			61,946				111,883
Other current assets			(225,920	)			(17,670	)
Accounts payable			428,013				28,102
Accrued expenses			(216,616	)			(362,159	)
Deferred liabilities			37,036				—
Total adjustments			2,358,338				346,478
Net cash used in operating activities			(4,602,029	)			(2,550,879	)
Cash Flows from Investing Activities:
Additions to property and equipment			(27,114	)			(1,245	)
Proceeds from sale of property			—				78,000
Net cash paid to acquire business			349,529				786
Cash used for additions to intangible assets			(131,283	)			(156,964	)
Net cash provided by (used in) investing activities			191,132				(79,423	)
Cash Flows from Financing Activities:
Proceeds from issuance of debt			155,481				—
Payments of debt			(1,554,456	)			(143,885	)
Proceeds from issuance of common stock			3,508,490				—
Equity issuance costs			(235,251	)			—
Net cash provided by (used in) financing activities			1,874,264				(143,885	)
Net decrease in cash			(2,536,633	)			(2,774,187	)
Effect of exchange rate changes on cash			—				144
Cash - Beginning of Period			3,123,944				6,456,370
Cash - End of Period		$	587,311			$	3,682,327
Supplemental disclosure of cash flow information
Cash paid for interest			38,758				—
Non-Cash Investing and Financing Activities:
Preferred stock issuance - MMC transaction			5,000,000				—
Preferred stock issuance - GTG Financial			284,922				—
Deferred cash payments - GTG Financial			1,344,750				—
Common stock issuance for GTG Financial acquisition			451,135				—
Common stock issuance to Streeterville Capital, LLC			370,065				—
Common stock issuance - GTG Financial			1,287,000				—

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reAlpha Tech Corp. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Organization and Description of Business

reAlpha Tech Corp. was incorporated with the name reAlpha Asset Management, Inc. in the State of Delaware on April 22, 2021, which was changed to reAlpha Tech Corp. as a result of the short-form merger with its former parent on March 21, 2023. reAlpha Tech Corp. and its subsidiaries are collectively referred to as “we,” “us,” “our” or the “Company.”

Initially, our asset-heavy operational model centered on using proprietary artificial intelligence (“AI”) tools for real estate acquisition, converting properties into short-term rentals, and offering fractional interests to investors. However, due to macroeconomic challenges such as elevated interest rates and inflated property prices, we discontinued our rental segment operations effective December 31, 2024 (see “Note 18 – Discontinued Operations” for additional information). We are now focused on developing an end-to-end homebuying platform, branded as “reAlpha.”

Utilizing the power of AI and an acquisition-led growth strategy, our goal is to offer a more affordable, streamlined experience for those on the journey to homeownership.

The Company has transitioned into a technology-driven, integrated services company, leveraging AI to enhance homebuying experience and streamline real estate transactions. At the core of the Company’s strategy is the reAlpha platform, an AI-powered solution designed to simplify the home purchase process while generating revenue through realty services, mortgage brokering services, and digital title and escrow services.

To strengthen its AI capabilities, the Company has acquired Naamche, Inc. (“U.S. Naamche”) and Naamche, Inc. Pvt Ltd. (“Nepal Naamche” and together with U.S. Naamche, “Naamche”), and AiChat Pte Ltd. (“AiChat”), expanding its software development expertise and AI-driven engagement tools.

The Company operates through its subsidiaries, including reAlpha Realty, LLC, AiChat, Debt Does Deals, LLC (f/k/a Be My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”), Hyperfast Title LLC (“Hyperfast”) and GTG Financial, Inc. (“GTG” or “GTG Financial”) with each playing a role in the Company’s vertically integrated ecosystem. These subsidiaries enable the Company to provide real estate brokerage and closing services, which enable us to capture value across multiple stages of the transaction process.

With its focus on AI technology and integrated real estate services, the Company is creating a scalable, end-to-end, tech-enabled model for customers to buy a home. Through strategic acquisitions and innovations in its platform, the Company is expanding its market presence and diversifying revenue streams across real estate, mortgage services, and AI-powered solutions.

The Company’s principal executive office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and entities that the Company holds a controlling financial interest of, and those in which it owns more than 50% of the voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation.

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Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim financial reporting on Form 10-Q. Accordingly, they do not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 2, 2025, as amended on May 13, 2025 (the “Form 10-K”).

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements. The financial statements include the operations, assets, and liabilities of the Company. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year or any other future periods.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Related Party Transactions

The Company accounts for related party transactions in accordance with Accounting Standards Codification (“ASC”) 850. A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of December 31, 2024, the Company’s cash was held by financial institutions that management believes have acceptable credit. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

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In accordance with ASC 326, Investments - Financial Instruments–Credit Losses (“ASC 326”) the Company applies the Current Expected Credit Losses (“CECL”) model to estimate expected credit losses over the lifetime of financial assets measured at amortized cost. The Company has determined that accounts receivable is the only financial asset subject to CECL assessment, as it does not have any loan receivables, held-to-maturity debt securities, or other financial instruments requiring CECL evaluation.

The Company’s CECL methodology incorporates historical loss experience, current economic conditions, and forward-looking adjustments to assess credit risk and expected loss reserves.

As of June 30, 2025, the Company’s accounts receivable remains fully recoverable. During the six months ended June 30, 2025, the Company collected all previously outstanding receivables attributable to AiChat, its Singapore subsidiary. As a result, the previously recorded CECL reserve of 0.05% was released. However, a new CECL provision was recorded based on updated receivables and risk profiles as of June 30, 2025.

There were changes in the Company’s credit risk exposure, CECL methodology, and/or reserve assumptions during the six months ended June 30, 2025. The updated values are as follows:

		CECL
Opening balance, January 1, 2025		$	62
Current-period provision for expected credit losses			59
Release of allowance for expected credit losses			(62	)
Ending balance, June 30, 2025		$	59

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2025.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) when control of services is transferred to the customer. On a standalone basis, the Company generates revenue by providing monthly support services to Turnit related to the myAlphie platform, a digital platform we previously developed and sold on May 17, 2023. Revenue is recognized over time as the services are performed and the customer benefits from them. We recognized rental revenue upon customer control of the assets and recorded deferred revenue for book sales until the delivery obligation was met, both in accordance with ASC 606.

AiChat, a company specializing in AI conversational customer experience solutions, adheres to the revenue recognition standards outlined in ASC 606. 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. Consulting services are recognized based on the nature of the engagement. Revenue for one-time services, such as project setups, is recognized at the point in time of delivery. For ongoing consulting services, revenue is recognized over time, reflecting the continuous benefit transferred to the customer throughout the service period. 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. 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. 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.

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GTG Financial, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan funding. This moment marks the transfer of control of the loan to the borrower, capturing the completion of GTG Financial’s primary service successfully securing a loan. All services, including loan origination, application processing, and credit assessment, contribute to this culminating event. 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.

Naamche, a company that provides services related to the development of technology, adheres to ASC 606 for revenue recognition, primarily from its service-based contracts. 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.

Recent Accounting Pronouncements

Accounting Pronouncements Issued But Not Yet Adopted

In April 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-04, Revenue from Contracts with Customers (Topic 606) and Compensation—Stock Compensation (Topic 718), which clarifies how to account for equity instruments (such as shares or RSUs) granted to customers as part of a revenue arrangement. The update aims to help entities properly reflect such transactions and avoid misclassification between marketing expenses and revenue reductions. ASU 2025-04 is effective for fiscal years beginning after December 15, 2026, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact this update may have on its financial statements and related disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topics 805 and 810) (“ASU 2025-03”), which provides guidance on identifying the acquirer in a business combination involving a variable-interest entity (“VIE”). This amendment helps ensure accurate consolidation and goodwill recognition in complex acquisition structures. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those years, with early adoption permitted. The Company does not expect this update to have a material impact in the near term, but will reassess if new VIE-related transactions occur.

Proposed Accounting Standards Updates

In April 2025, the FASB released a proposed update to ASC 815, Derivatives and Hedging (“ASC 815”), which may revise the accounting treatment of derivatives and embedded features in financial instruments by clarifying when embedded features must be separated and measured at fair value. No effective date has been announced; the Company is monitoring developments.

In March 2025, the FASB proposed changes to ASC 326 to simplify the CECL model for trade receivables and contract assets, reducing volatility and easing application for non-financial entities. This proposal is also not yet finalized; the Company will evaluate its impact once finalized.

Note 3 - Going Concern

We assess going concern uncertainty in our unaudited condensed consolidated financial statements to determine if we have sufficient cash and cash equivalents on hand and working capital, including available loans or lines of credit, if any, to operate for a period of at least 12 months from the date our condensed consolidated financial statements are issued. As part of this assessment, based on conditions that are known and reasonably knowable to us, we consider various scenarios, forecasts, projections, and estimates, and we make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay or curtail those expenditures or programs, if necessary, among other factors.

Management has reviewed our financial condition, focusing on liquidity sources and upcoming financial obligations. This assessment shows that our short-term obligations exceed the resources available under current operational plans that raise a substantial doubt about our ability to continue as a going concern for the next 12 months after the date that these unaudited condensed consolidated financial statements are issued. Recent acquisitions are expected to increase operational expenses, we anticipate that they will increase revenue streams, contributing positively to our financial outlook. We believe these acquisitions will enhance product offerings and market reach, which we anticipate will drive higher revenue in the coming months. However, the revenue from our recent acquisitions and from our technology platforms do not yet offset our current obligations and expenses. Management anticipates continuing operating losses for the next 12 months due to growth initiatives, management expects to continue raising capital through additional debt and/or equity financings to fund its operations. We also recently raised $7 million in gross proceeds in July 2025 in connection with two offerings and a concurrent private placement of our securities (see “Note 19 – Subsequent Events” for more information). While the majority of the proceeds raised in the July 2025 offerings were allocated to repaying the outstanding balance of the Note (as defined below) in full (see “Note 8 – Notes Payable” for more information), management believes that the recent capital raise and expectations that it will be able to continue to raise capital will effectively mitigate the conditions that raise substantial doubt about our ability to continue as a going concern.

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As of June 30, 2025, the Company had approximately $0.58 million in cash.

Note 4 - Business Combinations

For comprehensive information regarding acquisitions completed in the fiscal year ended December 31, 2024, please refer to “Note 5 – Business Combinations” included in the Form 10-K.

Acquisition of GTG Financial, Inc.

In connection with the acquisition of GTG Financial completed on February 20, 2025, the Company was contractually obligated under the Stock Purchase Agreement to issue shares of common stock valued at approximately $1.29 million. The number of shares of common stock was determined based on the 7-day volume-weighted average price (“VWAP”) of the Company’s common stock as reported on Nasdaq prior to the closing date. Based on a VWAP of $1.84, the Company issued 700,055 shares on April 28, 2025, to satisfy this obligation. In accordance with ASC 505 Equity, equity-classified instruments are recorded at fair value on the date of issuance. As a result, the preliminary purchase price allocation, previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, was updated as of June 30, 2025, to reflect a measurement period adjustment of $835,866, resulting in a corresponding reduction to goodwill.

Note 5 - Property and Equipment, Net

1. Property and equipment consisted of the following as of June 30, 2025. 

														Accumulated				Net
		Cost				Addition				Disposal				Depreciation				Book Value
Computer		$	96,152			$	17,988				—				(72,857	)		$	41,283
Furniture and fixtures			24,861				1,285				—				(16,101	)			10,045
Vehicles			72,036				—				(48,748	)			(23,288	)			—
Total investment in property and equipment		$	193,049			$	19,273			$	(48,748	)		$	(112,246	)		$	51,328

2.  Property and equipment consisted of the following as of December 31, 2024. 

						Accumulated				Net
		Cost				Depreciation				Book Value
Computer		$	69,269			$	(50,648	)		$	18,621
Furniture and fixtures			53,021				(24,380	)			28,641
Vehicles			73,969				(18,593	)			55,376
Total investment in property and equipment		$	196,259			$	(93,621	)		$	102,638

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The Company recorded depreciation expense of $8,380 and $17,781 for the three and six months ended June 30, 2025, respectively, and $69,331 and $140,784 for the three and six months ended June 30, 2024, respectively.

Note 6 - Capitalized Software Development Costs, Work In Progress

The Company adheres to ASC 350-40, Intangibles – Goodwill and Other, Internal-Use Software (“ASC 350”) for the capitalization of software development costs. During the six months ended June 30, 2025, the Company impaired the carrying amount of capitalized software due to the lack of further development thereof and such software becoming obsolete.

		June 30, 2025																Dec 31, 2024
		Gross carrying amount				Additions				Impaired				Net carrying value				Gross carrying amount				Additions				Impaired				Reclassified to intangibles and expenses				Net carrying value
Capitalized software development costs, work in progress		$	105,900			$	—			$	(105,900	)		$	—			$	839,085			$	516,544			$	(202,968	)		$	(1,046,761	)		$	105,900
Total		$	105,900			$	—			$	(105,900	)		$	—			$	839,085			$	516,544				(202,968	)		$	(1,046,761	)		$	105,900

Note 7 - Goodwill and Intangible Assets

Goodwill and intangible assets are primarily the result of business acquisitions. Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of December 31, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Changes in the carrying amount of goodwill during the six months ended June 30, 2025, were as follows:

		Technology Services				Rental Business				Total
Balance at January 1, 2025		$	4,211,166			$	—			$	4,211,166
Goodwill acquired, GTG Financial			2,799,523				—				2,799,523
Goodwill measurement period adjustment (1)			(838,771	)			—				(838,771	)
Balance at June 30,2025		$	6,171,918			$	—			$	6,171,918

(1) The goodwill measurement period adjustment includes (i) a reduction of $835,866 related to the GTG Financial acquisition primarily due to the finalizing of the equity issuance valuation, and (ii) a reduction of $2,905 related to the reAlpha Mortgage acquisition resulting from updated purchase price allocation estimates.

		December 31, 2024
		Technology  Services				Rental  Business				Total
Balance at January 1, 2024		$	—			$	17,337,739			$	17,337,739
Goodwill acquired, net of purchase price adjustments			4,072,728				—				4,072,728
Goodwill impairment			—				(17,337,739	)			(17,337,739	)
Goodwill measurement period adjustment			138,438				—				138,438
Balance at December 31, 2024		$	4,211,166			$	—			$	4,211,166

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The components of intangible assets, all of which are finite-lived, are as follows:

		June 30, 2025
		Opening balance				Additions				Impaired				Amortization				Net carrying value
Definite-life Intangibles:
Developed technology		$	1,540,510			$	131,283			$	—			$	(176,236	)		$	1,495,557
Trademarks and trade names			1,669,283				—				—			$	(63,762	)			1,605,521
Customer relationships			75,613				—				—			$	(4,608	)			71,005
Total		$	3,285,406			$	131,283			$	—			$	(244,606	)		$	3,172,083

The Company recorded amortization expense of $124,604 and $244,605 for the three and six months ended June 30, 2025, respectively, and $64,430 and $128,861 for the three and six months ended June 30, 2024, respectively.

The following table outlines the estimated future amortization expense related to intangible assets held as of June 30, 2025:

Years Ending December 31:		Amount
2025 (remaining period)			251,727
2026			503,453
2027			503,453
2028			503,453
2029			347,678
Thereafter			1,062,319
Total		$	3,172,083

The Company performed an interim goodwill impairment test as of June 30, 2025, and determined that the carrying amount of goodwill did not exceed its fair value, indicating no impairment was present.

Note 8 - Notes Payable

The Company had the following outstanding notes payable as of June 30, 2025, and December 31, 2024:

a. Summary of Notes payable:

		June 30,				December 31,
		2025				2024
Secured promissory note to Streeterville Capital, LLC, $435,000 original issue discount		$	5,455,000			$	5,455,000
Less: Repayment (cash and shares of common stock)			(1,410,000	)			—
Less: Unamortized debt issuance costs and original issue discount			(303,122	)			(545,624	)
Total notes payable			3,741,878				4,909,376
Notes payable, current, net of discount			—				—
Total notes payable – current- net of discount		$	3,741,878			$	4,909,376

As of June 30, 2025, accrued interest under that certain outstanding secured promissory note (the “Note”) issued to Streeterville Capital, LLC (“Streeterville”) on August 14, 2024, was $ 376,422, compared to $166,111 as of December 31, 2024. As of June 30, 2025 and December 31, 2024, unamortized debt issuance and original issue discount were reflected within long-term liabilities on the condensed consolidated balance sheets, netted with the notes payable.

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On June 9, 2025, the Company received a redemption notice from Streeterville for a redemption amount of $300,000. According to an exchange agreement entered into on the same date, the Company and Streeterville agreed to satisfy the redemption amount entirely through the issuance of 747,607 shares of common stock at an effective price of $0.4013 per share. In connection with this exchange, the Company and Streeterville partitioned a new secured promissory note in the original principal amount of $300,000 and immediately exchanged the note for the shares of common stock. Total repayments of $1,410,000 (including the $300,000 partitioned note) were made during the period from April 1, 2025 to June 30, 2025. The outstanding balance remains classified as current and, net of unamortized debt issuance costs and original issue discount, totals $3,741,878 as of June 30, 2025.

On July 23, 2025, the Company repaid the outstanding balance under the Note in full using cash on hand, including proceeds from the Company’s recent equity offerings (see “Note 19 - Subsequent Events” for more information). Such repayment was in the amount of approximately $4,466,202 (inclusive of a 9% prepayment penalty) and fully satisfied all amounts due under the Note. As a result of this repayment in full, the Company has extinguished the financial obligation associated with the Note and the Note has been cancelled.

Note 9 - Related Party Transactions

Loans from Related Parties

During the six months ended June 30, 2025, the Company entered into related party loan transactions with AiChat’s Chief Executive Officer and director, Kester Poh, board member Balaji Swaminathan, and Sea Easy Capital Ltd. (“SEA”). AiChat has a financing arrangement with SEA, a Singapore-based entity that the spouse of Balaji Swaminathan, a member of the Company’s board of directors, controls by virtue of her ownership or control of a majority (51%) of the capital stock of SEA. Mr. Swaminathan also serves on the advisory board of SEA. All loans were provided on terms consistent with those offered to unrelated third parties.

As of June 30, 2025, the Company had outstanding related party loans from three parties as described above. The loan from Mr. Poh to AiChat had an outstanding balance of approximately $104,028, consisting of $86,562 in principal and $17,466 in accrued interest. The loan from Mr. Swaminathan had an outstanding balance of approximately $49,113, including $48,613 in principal and $500 in accrued interest. The loans to AiChat from SEA’s financing arrangement had an outstanding balance of approximately $177,646, comprised of $156,778 in principal and $20,868 in accrued interest.

a. Summary of Short-Term Loans to Related Parties

		Average Interest Rate as of June 30, 2025				June 30, 2025				December 31, 2024
Term Loan Facility			12.07	%		$	293,580			$	277,307
Less: Interest Reserve							(35,341	)			(15,321	)
Total Debt						$	258,239			$	261,986

b. Summary of Other Long-Term Loans to Related Parties

		Maturity Year		Average Interest Rate as of June 30, 2025				June 30, 2025				December 31, 2024
Term Loan Facility		2026			6.9	%		$	26,007			$	54,881
Less: Interest Reserve									(3,493	)			(9,829	)
								$	22,514			$	45,052

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Note 10 – Short-Term Loans Unrelated parties

Short-term loans primarily consist of multiple term loan facilities obtained by AiChat, carrying an average interest rate of approximately 8.9%. These facilities were entered into to support AiChat’s operating and working capital requirements. Additionally, short-term loans include a separate facility utilized by the Company to finance premiums related to directors’ and officers’ insurance coverage.

Short-term loan balances as of June 30, 2025, and December 31, 2024, are summarized as follows:

		Average Interest  Rate as of June 30, 2025				June 30, 2025				December 31, 2024
Term Loan Facility			8.9	%		$	282,191			$	388,819
D&O Insurance							50,229				150,688
Less: Interest Reserve							(7,764	)			(20,354	)
Total Debt						$	324,656			$	519,153

Note 11 - Deferred Liabilities, Current Portion

Deferred liabilities primarily consist of deferred revenue related to AiChat and deferred consideration from the GTG Financial acquisition. The deferred revenue reflects the net amount of revenue recognized and new deferrals during the period, representing the contract liabilities for amounts billed in advance of performance. These amounts are recognized as revenue over time as the related services are delivered in accordance with the terms of the customer agreements. The deferred consideration represents the remaining obligation payable in connection with the Company’s acquisition of GTG Financial and is expected to be settled in future periods.

The Company’s deferred liabilities as of June 30, 2025, and December 31, 2024, are summarized as follows:

		Gross carrying amount				Additions/(payments)				Net carrying value
Balance as on December 31, 2024		$	1,534,433							$	1,534,433
Deferred Revenue - AiChat			—				37,036				37,036
Deferred Consideration – GTG Financial.			—				1,344,750				1,344,750
Balance as on June 30, 2025		$	1,534,433			$	1,381,786			$	2,916,219

Note 12 – Embedded Derivative Liability

As described in “Note 12 – Embedded Derivative Liability” to the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, the Company bifurcated and recorded embedded derivative liabilities in connection with the issuance of Series A Preferred Stock related to the GTG Financial acquisition and the Mercurius Media Capital LP (“MMC”) media-for-equity transaction. These derivative liabilities represent the fair value of the shortfall settlement features embedded in the agreements relating to the issuance of Series A Preferred Stock to GTG Financial and MMC, pursuant to which the Company is required to settle in cash or additional shares of common stock if the value of conversion shares upon automatic conversion of the Series A Preferred Stock is less than the paid consideration for such shares of Series A Preferred Stock.

The derivative liabilities are classified as Level 3 within the fair value hierarchy and are measured at fair value using the Black-Scholes option pricing model. The fair values of the derivative liabilities are remeasured at each reporting date, with changes in fair value recognized in earnings.

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As of June 30, 2025, the derivative liabilities recorded in connection with the GTG Financial acquisition and the MMC transaction were approximately $253,134 and $4,492,500, respectively, resulting in a combined fair value of $4,745,634. A total increase in fair value of $215,204 from the prior quarter was recognized in the condensed consolidated statements of operations and comprehensive loss.

As of June 30, 2025, the Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model with the following key assumptions:

Inputs		GTG				MMC
Common stock price		$	0.31			$	0.31
Risk-free interest rate			3.68	%			3.68	%
Expected volatility			195	%			195	%
Dividend yield			3.00	%			3.00	%
Expected term		2.65 years				2.69 years

		Amount				Change in fair value				Net Amount (as of June 30, 2025)
Balance as on December 31, 2024			—								—
Embedded Derivative Liability – GTG acquisition			225,430				27,704				253,134
Embedded Derivative Liability – MMC transaction			4,102,500				390,000				4,492,500
Balance as on June 30, 2025		$	4,327,930			$	417,704			$	4,745,634

Note 13 - Preferred Stock Liability

In connection with the acquisition of GTG Financial and the transaction with MMC, the Company issued a total of 264,063 shares of Series A Preferred Stock with a stated value of $20 per share. The agreements pursuant to which these shares of Series A Preferred Stock were issued subject these shares to certain conversion features, including a shortfall settlement feature, whereby the Company may be required to pay cash or issue shares of common stock if the aggregate value of the conversion shares issuable upon the automatic conversion of the Series A Preferred Stock is less than the paid consideration for such shares of Series A Preferred Stock.

In accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, the Company bifurcated the value of the issued Series A Preferred Stock between (i) the liability component of the Series A Preferred Stock and (ii) an embedded derivative liability representing the fair value of the shortfall settlement feature. The classification was based on the fact that the instruments obligate the Company to potentially settle the conversion at a fixed monetary value through a variable number of shares of common stock, which does not meet the criteria for equity classification.

As of June 30, 2025, the bifurcated values are as follows:

		Gross Amount				Change in fair value				Net value
Balance as on December 31, 2024			—								—
Preferred stock liability – GTG Financial acquisition			59,492				(43,860	)			15,632
Preferred stock liability – MMC transaction			897,500				(713,223	)			184,277
Accrued interest on preferred stock			185				49,364				49,549
Balance as on June 30, 2025		$	957,177			$	(707,719	)		$	249,458

These instruments are classified as liabilities under U.S. GAAP due to redemption features and shortfall settlement provisions associated with the Series A Preferred Stock issued in connection with the acquisition of GTG Financial and the MMC transaction. The liability classification reflects the presence of an embedded derivative feature under applicable accounting guidance and is therefore not included in the diluted earnings per share (“EPS”) calculation. The Series A Preferred Stock and its embedded derivative liability were excluded from the diluted EPS calculation as their inclusion would have been anti-dilutive, consistent with ASC 260, Earnings per Share.  (“ASC 260”)

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Note 14 - Other Long-Term Loans

Other Long-Term Loans consisted of the following as of June 30, 2025, and December 31, 2024:

a. Summary of Other Long-Term Loans to Unrelated Parties

AiChat has obtained multiple long-term loans from external lenders at an average interest rate of 6.5%. These loans support general operating needs and carry varying repayment terms. The balance also includes a vehicle loan related to a Naamche-owned vehicle that was sold during the period, resulting in a loss of $48,188 recognized in the statement of operations.

		Maturity Year		Average Interest Rate as of June 30, 2025				June 30, 2025				December 31, 2024
Term Loan Facility		2024-2028			6.5	%		$	164,595			$	210,866
Vehicle Loan		2029			11	%			—				48,188
Less: Interest Reserve									(11,670	)			(17,933	)
								$	152,925			$	241,121

Note 15 - Stockholders’ Equity (Deficit)

The total number of shares of capital stock that the Company has the authority to issue is up to 205,000,000 shares, consisting of: (i) 200,000,000 shares of common stock, having a par value of $0.001 per share; and (ii) 5,000,000 shares of preferred stock, having a par value of $0.001 per share, of which 1,000,000 shares have been designated as Series A Preferred Stock. As of June 30, 2025, there were 52,364,654 shares of common stock and 264,043 shares of Series A Preferred Stock issued and outstanding. As of December 31, 2024, there were 45,864,503 shares of common stock and 0 shares of preferred stock issued and outstanding.

Stock Based Compensation

Equity Incentive Plan

We maintain the reAlpha Tech Corp. 2022 Equity Incentive Plan (as amended, the “2022 Plan”), under which we may grant awards to our employees, officers and directors, and certain other service providers. The compensation committee of our board of directors administers the 2022 Plan. The 2022 Plan permits grants of awards to eligible employees, officers, directors and certain other service providers. The aggregate number of shares of common stock that may be issued under the 2022 Plan may not exceed 4,000,000 shares of common stock, of which 2,891,118 remain available for issuance as of June 30, 2025. During the three months ended June 30, 2025, we issued 99,100 shares of common stock to employees under the 2022 Plan.

All of our current employees, officers, directors and certain other service providers are eligible to be granted awards under the 2022 Plan. The board of directors determines eligibility for awards under the 2022 Plan at its discretion.

Short-Term Incentive Plan

On February 4, 2025, the compensation committee of the board of directors (the “Compensation Committee”) approved the Company’s 2025 Short-Term Incentive Plan (“STIP”), providing for quarterly awards of performance-based restricted stock units (“RSUs”) under the 2022 Plan. The STIP is designed to reward key employees and executives based on the achievement of quarterly performance targets tied to organic revenue, brokerage transactions, and the quality of acquisitions.

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Restricted Stock Units

The Company measures compensation cost for all stock-based awards granted to employees, directors, and certain other service providers based on the grant-date fair value of the award by ASC 718, Compensation – Stock Compensation (“ASC 718”). The fair value of restricted RSUs is based on the closing market price of the Company’s common stock on the date of grant. The Company accounts for stock-based compensation by ASC 718. For awards with graded vesting features, the Company recognizes compensation expense on a straight-line basis over the requisite service period for each separately vesting portion of the award, treating the award as, in substance, multiple awards, in accordance with ASC 718. This method results in a front-loaded expense pattern that aligns more closely with the vesting schedule of the award.

For each fiscal quarter of 2025, the Company’s executive officers will be granted RSUs with a value of $62,500 to each of the Company’s executive officers based on the closing price of the Company’s common stock 30 calendar days after the end of each quarter.

During the six months ended June 30, 2025, the Company granted 840,743 RSUs under the 2022 Plan to its executive officers and certain employees, 50,000 of which RSUs were forfeited in connection with the termination of an employee of the Company. These awards are subject to time-based vesting, with 100% of the RSUs vesting over a two-year period from the date of grant, subject to continued service and other terms and conditions.

Summary of RSU activity for the six months ended June 30, 2025 follows:

		Number of RSUs				Weighted Average Grant Price
Balance as on December 31, 2024			—				—
RSUs granted			840,743				1.40
RSUs forfeited			(50,000	)			1.40
Balance as on June 30, 2025			790,743				1.40

Ending balances for the 2022 Plan as of June 30, 2025 and December 31, 2024, is as follows:

		June 30, 2025				December 31, 2024
Reserved but unissued shares under the 2022 Plan			3,780,961				-
Outstanding restricted stock units			(790,743	)			3,780,961
Reserved but unissued shares at end of period			2,990,218				3,780,961

None of the RSUs granted under the 2022 Plan as of June 30, 2025 vested during the six months ended June 30, 2025. The RSUs were excluded from the diluted earnings per share calculation for the period ended June 30, 2025, as their inclusion would have been anti-dilutive under ASC 260.

Warrants

Additional details regarding the initial classification and terms of the Warrants (as defined below) are provided in Note 14 to the consolidated financial statements included in the Form 10-K.

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On April 6, 2025, in connection with the Company’s warrant inducement transaction, the Company entered into inducement letter agreements with certain holders of its existing warrants dated November 21, 2023 (the “Follow-On Warrants”), under which those holders agreed to exercise their warrants for cash at a reduced exercise price of $0.75 per share. In exchange, the Company agreed to issue new warrants to purchase 8,437,502 shares of common stock, which issuance of shares of common stock underlying such warrants was subject to stockholder approval thereof, and which stockholder approval was obtained. The warrant inducement transaction resulted in the issuance of 4,218,751 shares of common stock and gross proceeds of approximately $3.1 million and closed on April 8, 2025. In addition, the Company reduced the exercise price of Follow-On Warrants held by non-participating holders from $1.44 to $0.75 for the remainder of such warrants’ term. The Company accounted for the warrant inducement transaction in accordance with ASC 815-40. Under this guidance, the warrant inducement transaction was treated as a modification of equity-classified instruments, and the excess fair value of the new warrants issued, amounting to $515,307, was charged to additional paid-in capital as an equity issuance cost. The average market price of the Company’s common stock during the period from April 1, 2025 to June 30, 2025, as reported on Nasdaq, was approximately $0.57, which is below the $0.75 exercise price of the warrants. As a result, the warrants were out-of-the-money and excluded from the diluted EPS calculation.

The warrants issued to GEM Yield Bahamas Limited (“GYBL”) in October 2023 (the “GEM Warrants,” and together with the Follow-On Warrants, the “Warrants”) in connection with that certain Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and among us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”, and together with GYBL, “GEM”), remain classified as equity instruments. The Company is currently involved in litigation regarding the enforceability and adjustment provisions of the GEM Warrants. As of June 30, 2025, no reclassification or adjustment to the exercise price of the GEM Warrants has been made.

As part of a best-efforts public offering completed on July 18, 2025, the Company issued Series A-1 and Series A-2 warrants (one of each per share of common stock issued), each exercisable into up to 13,333,334 shares at $0.15 per share. The Series A-1 warrants expire five years, and the Series A-2 warrants expire twenty-four months, after the effective date of stockholder approval for the issuance of the shares underlying such warrants. In connection with this offering, the Company also issued warrants to the placement agent or its designees (the “Placement Agent Warrants”), H.C. Wainwright & Co., LLC (“Wainwright”), to purchase up to 666,667 shares at $0.1875 per share. These Placement Agent Warrants will become exercisable beginning on the effective date of stockholder approval for the issuance of the shares underlying such warrants (see “Note 19 – Subsequent Events”).

Additionally, on July 22, 2025, in a private placement concurrent with a registered direct offering, the Company issued unregistered warrants to purchase up to 14,285,718 shares at $0.35 per share which are immediately exercisable and have a term of five years from the effective date of registration statement registering the shares of common stock issuable upon exercise of such warrants. In connection with the registered direct offering, the Company issued Placement Agent Warrants to Wainwright or its designees to purchase up to 714,286 shares of common stock at $0.4375 per share. These Placement Agent Warrants are immediately exercisable upon issuance (see “Note 19 – Subsequent Events”).

Warrant activity, as of June 30, 2025 was as follows:

		Issue date		Contractual life (years)				Warrants Outstanding				Warrants Exercised				Warrants Outstanding				Weighted Average Exercise Price				Average Remaining Contractual Life (Years)
GEM Warrants Issued on October 23, 2023		10/23/2023		5					1,700,884				—				1,700,884				371.9				3.31
Follow-on Warrants Issued on November 21, 2023		11/21/2023		5					8,333,333				(4,218,751	)			4,114,582				0.75				3.39
Additional Warrants Issued on April 6, 2025		04/06/2025		3.7					8,437,502				—				8,437,502				0.75				3.47
Warrants outstanding on June 30, 2025									18,471,719				(4,218,751	)			14,252,968				34.93				3.42

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Rights

As previously disclosed, the Rights granted in connection with the Rhove acquisition expired unexercised on March 24, 2025, and are no longer outstanding as of June 30, 2025.

Shelf Registration on Form S-3

On November 26, 2024, the Company’s shelf registration statement on Form S-3 (File No. 333-283284) was declared effective by the SEC (the “Form S-3”). This registration statement permits the Company to offer and sell, from time to time, common stock, preferred stock, warrants, subscription rights, and units in one or more offerings, subject to market conditions and applicable regulatory requirements.

On December 19, 2024, the Company entered into an At the Market (“ATM”) Sales Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) (the “AGP Sales Agreement”), allowing it to offer and sell common stock with an aggregate offering price of up to $14,275,000. The AGP Sales Agreement was terminated effective March 29, 2025. During the six months ended June 30, 2025, the Company issued 160,879 shares under this program at a weighted-average price of $1.44 per share, for gross proceeds of approximately $231,235. After deducting sales commissions and offering expenses of $6,937, net proceeds totaled approximately $224,298, which were used to fund working capital and general corporate purposes. There were no issuances under the AGP Sales Agreement during the fiscal year ended December 31, 2024.

Following the termination of the ATM program with A.G.P. and related AGP Sales Agreement, on April 2, 2025, the Company entered into an At-The-Market Offering Agreement with Wainwright, permitting the sale of shares of common stock having an aggregate offering price of up to $7,650,000. During the three months ended June 30, 2025, the Company issued 317,702 shares under this ATM program, generating net proceeds of $107,094 after deducting commissions and offering expenses of $6,099.

Note 16 - Commitments and Contingencies

GEM Agreement

Pursuant to the terms of the GEM Agreement, we are required to indemnify GEM for any losses it incurs as a result of a breach by us or of our representations and warranties and covenants under the GEM Agreement or for any misstatement or omission of a material fact in a registration statement registering those shares pursuant to the GEM Agreement. Also, GEM is entitled to be reimbursed for legal or other costs or expenses reasonably incurred in investigating, preparing, or defending against any such loss. To date, we have not raised any capital pursuant to the GEM Agreement and we may not raise any capital pursuant to the GEM Agreement prior to its expiration. Restrictions pursuant to terms of our future financings may also affect our ability to raise capital pursuant to the GEM Agreement. The Company cannot reasonably estimate the potential losses, if any, with respect to the GEM Agreement or the related litigation.

GTG Financial Acquisition Agreement

As part of the acquisition of GTG Financial, the Company agreed to pay deferred cash consideration totaling $1,344,750 in three tranches over a six-month period following the closing. As of June 30, 2025, the first scheduled payment had not yet been made. Under the terms of that certain Stock Purchase Agreement entered in connection with the acquisition of GTG Financial, dated as of February 20, 2025, Glenn Groves, the seller has the right to request payment, but no such demand or notice of breach has been issued. The Company is in ongoing discussions with the seller and continues to assess the timing of the payment in accordance with the contractual terms.

Indemnification Agreements

The Company maintains indemnification agreements with our directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by law.

Contingent Consideration and Compensation

The Company is party to acquisition-related agreements with former owners of Naamche and reAlpha Mortgage, which include contingent consideration arrangements based on the achievement of certain financial milestones. The terms of these arrangements were previously disclosed on “Note 16 – Commitments and Contingencies” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. and remains unchanged.

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The contingent consideration liabilities are measured at fair value each reporting period, with changes recognized in earnings. During the six months ended June 30, 2025, the Company recorded a $81,000 gain related to an increase in the fair value of the contingent consideration associated with the reAlpha Mortgage acquisition. No payments were made under these arrangements during the period.

Acquisition Agreement – GTG Financial

On February 20, 2025, the Company completed the acquisition of GTG Financial, a mortgage brokerage, for total consideration of up to $4.2 million, which includes equity, deferred cash payments, and performance-based earn-out payments. The earn-out is based on the achievement of specified revenue and EBITDA targets over three years and may be settled in cash or stock at the Company’s discretion. As of June 30, 2025, the Company recorded the fair value of the contingent consideration at $1,959,000, classified as a Level 3 liability under the fair value hierarchy. The valuation was based on unobservable inputs, including internal revenue forecasts, and was developed using the scenario-based simulation method with support from a third-party valuation specialist.

As of June 30, 2025, the Company’s contingent consideration liabilities and non-current balances were as follows:

		As of June 30, 2025
		Contingent consideration at Purchase Date				Consideration Paid				Changes in Fair Value				Contingent Consideration
Level 3:
Contingent consideration, non-current - Naamche		$	137,000			$	—			$	—			$	137,000
Contingent consideration, non-current - GTG Financial			954,000				—				—			$	954,000
Contingent consideration, non-current - reAlpha Mortgage			949,000				—				(81,000	)		$	868,000
Total contingent consideration		$	2,040,000			$	—			$	(81,000	)		$	1,959,000

Legal Matters

GEM Yield Bahamas Limited Litigation

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”), under which we asserted two causes of action: (i) rescission of the GEM Warrants issued to GYBL under the GEM Agreement, by and among us, GYBL and GEM Global Yield LLC SCS, under Section 29(b) of the Securities Exchange Act of 1934, as amended (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. 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”). The briefing schedule at the Second Circuit is being held in abeyance in order to allow two previously filed appeals, filed by two other public companies on identical issues against other similar investors, be resolved first. However, if and when the appellate briefing moves forward, there is no assurance that it will be successful.

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. 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. 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.

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Note 17 - Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosure of significant segment expenses included in the reported measure of segment profit or loss and regularly provided to the Chief Operating Decision Maker (the “CODM”). It also requires disclosure and a description of the composition of other amounts by reportable segment, disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods and disclosure of the CODM’s title and process for assessing a reportable segment’s profit or loss. The new guidance was effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company adopted ASU 2023-07 in the fourth quarter of 2024, noting no material impact on its consolidated financial statements.

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented at a consolidated level on a recurring basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company’s operations are organized into one operating and one reportable segment, technology services. This segment includes mortgage, real estate, and technology product lines that, although discussed separately and may exhibit counter-cyclical trends, are managed and reported together.

The CODM allocates resources and assesses performance of the Company based on net income (loss), as reported on the Consolidated Statement of Operations, which as the segment measure of profit and loss that is based on GAAP, is the required segment measure.

The CODM reviews these measures (i) to evaluate the Company's operating results and the effectiveness of business strategies, and (ii) internally as benchmarks to compare the Company's performance to its competitors. Additionally, the Company believes these measures are important to evaluate the performance and profitability of our products, individually and in the aggregate.

The CODM does not review segment assets and segment expenses at a level different than what is reported in the Company’s consolidated balance sheet and consolidated statement of operations.

Note 18 - Discontinued Operations

There have been no changes to the Company’s discontinued operations since the filing of the Form 10-K. As previously disclosed, during the year ended December 31, 2024, the Company made a strategic decision to fully discontinue the operations through its previously acquired subsidiary, Roost Enterprises, Inc. (“Rhove”), which previously operated under the rental business segment. This decision was made due to the lack of future revenue potential and the absence of funding to further develop the platform.

As of June 30, 2025, the operations under which Rhove operated continues to be classified as a discontinued operation under ASC 205-20, Presentation of Financial Statements – Discontinued Operations.

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The following table provides details of the discontinued operations as of June 30, 2025, and December 31, 2024:

Rhove Related Assets		June 30,  2025				December 31, 2024  (transferred  to reAlpha)
Current Assets
Cash		$	—			$	3,455
Other Current Assets			53,476				53,476
		$	53,476			$	56,931
Current Liabilities
Accounts payable and other accrued liabilities
Other Current liabilities
Total liabilities - Rhove		$	—			$	—

The following table represents the statement of operations for discontinued operations as of each reporting period:

		For the Period Ended				For the Period Ended
		June 30,  2025				June 30,  2024
Revenues		$	—			$	—
Cost of revenues			—				—
Gross Profit			—				—
Discontinued Operating Expenses
Dues and subscriptions			—				—
Professional and legal fees			—				—
Other operating expenses			—				(1,710	)
Total operating expenses			—				(1,710	)
Discontinued Operating Loss			—				(1,710	)
Net Loss from discontinued operations before income taxes			—				(1,710	)

Note 19 - Subsequent Events

Subsequent to June 30, 2025, we issued 2,474,402 shares of our common stock through the ATM program with Wainwright, resulting in net proceeds of approximately $837,664.

On July 2, 2025, the Company received a redemption notice from Streeterville for a redemption payment in the amount of $350,000. In connection therewith, the Company entered into an Exchange Agreement with Streeterville, under which the Company agreed to fully satisfy a redemption payment of $350,000 under the Note by issuing 1,267,656 shares of common stock at an effective price of $0.2761 per share, in lieu of cash. In connection with the Exchange Agreement, the Company and Streeterville agreed to (i) partition a new secured promissory note in the principal amount of $350,000 (the “Partitioned Note”) and reduce the outstanding balance of the original note by the same amount, and (ii) exchange the Partitioned Note for the delivery of the common stock (the “Exchange”). Following the Exchange, the remaining outstanding balance of the original note was reduced to approximately $4,080,171.

On July 18, 2025, the Company completed a best-efforts public offering of 13,333,334 shares of common stock, together with Series A-1 and Series A-2 warrants (one of each issued per share of common stock sold), at a combined offering price of $0.15 per share and accompanying warrants. The offering generated gross proceeds of approximately $2.0 million and net proceeds of approximately $1.56 million, after deducting placement agent fees and other offering-related expenses. Each Series A-1 and Series A-2 warrant entitles the holder to purchase one share of common stock at an exercise price of $0.15 per share. The warrants become exercisable upon the effectiveness of stockholder approval for the issuance of the underlying shares. The Series A-1 warrants will expire five years after the stockholder approval date, while the Series A-2 warrants will expire twenty-four months after such date.

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In connection with this offering, the Company also issued Placement Agent Warrants to the placement agent, Wainwright, or its designees, to purchase up to 666,667 shares of common stock representing 5.0% of the shares sold in the offering. The Placement Agent Warrants have an exercise price of $0.1875 per share, will become exercisable upon the effectiveness of stockholder approval for the issuance of the underlying shares and will expire five years from the commencement of sales in such offering.

On July 22, 2025, the Company completed a registered direct offering of 14,285,718 shares of its common stock, as well as a concurrent private placement of unregistered common stock warrants exercisable into an equal number of shares of common stock with an exercise price of $0.35 per share (the “RDO Warrants”). The RDO Warrants are immediately exercisable upon issuance and expire after the fifth anniversary of the effective date of the registration statement covering the resale of shares of common stock issuable upon exercise of the RDO Warrants. This registered direct offering and concurrent private placement raised gross proceeds of $5.0 million and net proceeds of $4.5 million, after deducting placement agent fees and offering-related expenses. In connection with this offering, the Company also issued Placement Agent Warrants to Wainwright or its designees to purchase up to 714,286 shares of common stock, representing 5.0% of the shares sold in the offering. These Placement Agent Warrants have an exercise price of $0.4375 per share, are immediately exercisable upon issuance and will expire five years from the commencement of sales in such offering.

On July 23, 2025, the Company fully repaid and extinguished its secured promissory note issued to Streeterville, which had an initial principal of $5,455,000 and a maturity date of February 14, 2026. The repayment amount, which totaled approximately $4,466,202 (inclusive of a 9% prepayment penalty), was repaid using cash on hand and proceeds from the Company’s recent equity offerings described above. In connection with the Company’s repayment of the Note in full, the Company received a certificate from Streeterville reflecting its full repayment and release of obligations confirming that the Company has satisfied all of its obligations under the Note and that Streeterville has released the Company and its subsidiaries from any further obligations or liabilities related to the Note and the Note Purchase Agreement.

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PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

Number		Document
3.1		Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 of Form S-11 filed with the SEC on August 8, 2023).
3.2		Second Amended and Restated Bylaws (previously filed as Exhibit 3.2 of Form S-11 filed with the SEC on August 8, 2023).
3.3		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on February 20, 2025 (previously filed as Exhibit 3.1 of Form 8-K filed with the SEC on February 24, 2025).
4.1		Form of Warrant (previously filed as Exhibit 6.3 of Form 1-U filed with the SEC on December 5, 2022).
4.2		Form of Common Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on November 21, 2023).
4.3		Warrant Agency Agreement (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on November 21, 2023).
4.4		Secured Promissory Note, dated as of August 14, 2024 (previously filed as Exhibit 4.4 of Form 10-Q filed with the SEC on August 14, 2024).
4.5		Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on April 7, 2025).
4.6		Form of Series A-1 Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 18, 2025).
4.7		Form of Series A-2 Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 18, 2025).
4.8		Form of Placement Agent Warrant (previously filed as Exhibit 4.3 of Form 8-K filed with the SEC on July 18, 2025).
4.9		Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 22, 2025).
4.10		Form of Placement Agent Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 22, 2025).
10.1		Form of Inducement Letter (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 7, 2025).
10.2		Form of Voting Agreement (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on April 7, 2025).
10.3+		Form of 2022 Equity Incentive Plan Restricted Stock Unit Award Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 30, 2025).
10.4+		Second Amendment to Employment Agreement of Giri Devanur, dated June 3, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 4, 2025).
10.5+		Second Amendment to Employment Agreement of Michael J. Logozzo, dated June 3, 2025 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on June 4, 2025).
10.6		Exchange Agreement, dated as of June 9, 2025, between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 10, 2025).
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1**		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
+	Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

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

	REALPHA TECH CORP.
Date: August 15, 2025	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 15, 2025	By:	/s/ Piyush Phadke
		Piyush Phadke
		Chief Financial Officer (Principal Financial and Accounting Officer)

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FAQ

How many shares outstanding does AIRE report as of June 30, 2025?

As of June 30, 2025, AIRE reported 52,364,654 common shares and 264,043 Series A preferred shares issued and outstanding.

Did AIRE raise capital in the quarter ended June 30, 2025?

Yes. A warrant inducement and related transactions generated approximately $3.1 million gross proceeds, and a separate offering reported net proceeds of about $4.5 million after fees.

Was any debt repaid by AIRE in this period?

Yes. The company repaid a Note in full (including a 9% prepayment penalty in one case) and cancelled the Note, extinguishing that obligation.

Are there material valuation uncertainties disclosed in the filing?

Yes. The company disclosed a $1,959,000 Level 3 liability valued using unobservable inputs and a scenario-based simulation method.

Did warrant activity affect diluted EPS calculations for AIRE?

Yes. New and modified warrants were out-of-the-money (average market price ~$0.57 vs $0.75 exercise), so they were excluded from diluted EPS.