reAlpha Tech Corp. (NASDAQ: AIRE) logs new material event
Rhea-AI Filing Summary
reAlpha Tech Corp. (symbol: AIRE) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
The acquisition is complete, with $1.5 million of stock issued and up to $6.5 million more payable partly in shares.
The company reports that the InstaMortgage merger closed effective
Total consideration is approximately
The stock issued at closing changes existing holders' ownership percentage, and the deferred consideration can create further dilution if reAlpha elects to pay it in shares; at least
Two regulatory approvals remained outstanding when the closing condition was waived; the company said InstaMortgage may stop conducting business in one or both affected states while the applications remain pending. Those states represented
A separate filing covering the merger closing is expected within four business days, followed by an amendment containing audited financial statements and pro forma financial information within 71 days after that filing is due.
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 19, 2025, reAlpha Tech Corp. (the “Company”) entered into that certain Agreement and Plan of Merger (the “Original Merger Agreement”), by and among the Company, reAlpha Merger Sub I, Inc. (“Merger Sub”), a Delaware corporation and a newly formed wholly-owned subsidiary of the Company, InstaMortgage Inc. (“InstaMortgage”), a California corporation, Shashank Shekhar and Ankur Dhingra.
Subsequently, on August 17, 2026, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), pursuant to which the Original Merger Agreement was amended and restated in its entirety. In accordance with the terms of the A&R Merger Agreement, the Original Merger Agreement was amended and restated to conform the mechanics of the merger contemplated by the Original Merger Agreement to applicable California state law. Except as otherwise expressly provided for in the A&R Merger Agreement, the material terms of the Original Merger Agreement remained unchanged.
The Original Merger Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2025, and such description contained therein is incorporated herein by reference. The foregoing description of the A&R Merger Agreement is only a summary and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the A&R Merger Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On August 21, 2026, the Company issued a press release announcing that, in accordance with the terms of the A&R Merger Agreement, the transactions contemplated thereunder closed, and as a result, Merger Sub merged with and into InstaMortgage, effective as of August 19, 2026 (the “Merger”), with InstaMortgage surviving the Merger as a wholly-owned subsidiary of the Company.
A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The information required to be reported on a Current Report on Form 8-K with respect to the closing of the Merger will be filed in a separate Current Report on Form 8-K within four business days of such closing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
|
Description | |
| 2.1+ | Agreement and Plan of Merger, dated as of December 19, 2025, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc. and the Stockholders (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the Securities and Exchange Commission on December 22, 2025). | |
| 2.2*+ | Amended and Restated Agreement and Plan of Merger, dated as of August 17, 2026, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc. and the Stockholders. | |
| 99.1* | Press Release, dated August 21, 2026. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| + | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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SIGNATURE
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 hereunto duly authorized.
| Date: August 21, 2026 | reAlpha Tech Corp. | |
| By: | /s/ Michael J. Logozzo | |
| Michael J. Logozzo | ||
| Chief Executive Officer | ||
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Exhibit 99.1
reAlpha (NASDAQ: AIRE) Completes InstaMortgage Acquisition, Adding Direct Lending Capabilities to Company’s Integrated Platform
Acquisition adds multi-state direct lending with in-house underwriting and funding, expanding reAlpha’s integrated mortgage platform across 38 states and Washington, D.C.
DUBLIN, Ohio, August 21, 2026 (GLOBE NEWSWIRE) – reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced it has completed its acquisition of InstaMortgage Inc., a multi-state mortgage lender with in-house underwriting and funding capabilities, on August 19, 2026.
The transaction brings direct lending into reAlpha’s platform and marks a significant step in the Company’s effort to create an end-to-end homebuying experience. By bringing lending capabilities in-house, reAlpha believes it may gain greater control over execution while expanding its ability to serve homebuyers through both mortgage brokerage and direct-lending models.
Under the terms of the Amended and Restated Merger Agreement, reAlpha acquired all outstanding shares of InstaMortgage for aggregate consideration of approximately $8.5 million, subject to certain closing adjustments. The consideration consists of $0.5 million in cash, $1.5 million in reAlpha common stock issued at closing, and up to $6.5 million in deferred consideration payable in semi-annual installments over three years following closing, in cash or shares of reAlpha common stock at the Company’s election, provided that at least $1.5 million of such deferred consideration must be paid in cash.
“We have completed the InstaMortgage acquisition,” said Mike Logozzo, Chief Executive Officer of reAlpha. “reAlpha is now able to originate, underwrite and fund mortgages in-house, across 38 states and Washington, D.C. We believe homebuying improves when brokerage, lending and title operate as one system rather than three. Lending was the piece we handed to partners, and it now runs inside the platform.”
Founded in 2008, InstaMortgage has built a full-cycle lending operation spanning origination, underwriting, funding and loan sale. Following the acquisition, reAlpha’s integrated mortgage platform, comprising reAlpha Mortgage and InstaMortgage, provides coverage across 38 states and Washington, D.C.
“Over the last eighteen years, we have built InstaMortgage to operate as a full-cycle lending business, supported by the licensing, capital relationships, operating infrastructure and team required to execute across the lifecycle of a loan,” said Shashank Shekhar, Chief Executive Officer of InstaMortgage. “What makes this combination compelling is that our lending capabilities and infrastructure, developed over more than a decade, now become part of a platform designed to simplify the broader homebuying journey.”
“I want to thank the teams at reAlpha and InstaMortgage whose work made this closing possible,” Mr. Logozzo added. “This transaction gives reAlpha more than additional scale. It adds capabilities and economics that fit directly into the platform we have been building. Our responsibility now is to integrate those businesses well, execute with discipline and turn that stronger foundation into lasting value for customers and stockholders.”
After receiving the other required state approvals, reAlpha and InstaMortgage mutually agreed, in accordance with the terms of the Amended and Restated Merger Agreement, to waive the closing condition relating to two outstanding regulatory approvals to allow the Company to begin integrating InstaMortgage and realizing the broader strategic and operational benefits of the acquisition without further delay. The outstanding approvals relate to two states that accounted for approximately 0.82% and 20.49%, respectively, of InstaMortgage’s loan origination volume for the six months ended June 30, 2026, and approximately 1.93% and 22.59%, respectively, for the year ended December 31, 2025. InstaMortgage may cease conducting business in one or both of these states while the approval applications are pending.
For more information on the closing of this acquisition, please refer to the Current Report on Form 8-K that is expected to be filed with the U. S. Securities and Exchange Commission (the “SEC”) within four business days of such closing. Additionally, within 71 days after the date that such Current Report on Form 8-K is required to be filed with the SEC, the Company will file with the SEC an amendment to such Current Report on Form 8-K that includes the required audited financial statements and pro forma financial information pursuant to applicable SEC regulations.
About reAlpha Tech Corp.
reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.
About InstaMortgage Inc.
Originally founded in 2008 by Shashank Shekhar as Arcus Lending, the company rebranded as InstaMortgage, NMLS 1035734, in 2021. InstaMortgage aims to provide a different mortgage experience to its clients across 29 states and Washington D.C. By combining technology with expert advice, excellent customer service, and competitive rates, InstaMortgage delivers mortgage options that are tailored to each client’s unique financial situation. To learn more, visit www.instamortgage.com.
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Forward-Looking Statements
The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements by reAlpha’s Chief Executive Officer, Mike Logozzo and Chief Executive Officer of InstaMortgage, Shashank Shekhar or statements about the InstaMortgage acquisition, the anticipated benefits of the InstaMortgage acquisition, reAlpha’s ability to integrate InstaMortgage into its business and scale its business following the acquisition of InstaMortgage, reAlpha’s long-term platform strategy and anticipated benefits to customers, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; reAlpha and InstaMortgage’s ability to obtain regulatory approval in Virginia and New York; reAlpha’s ability to realize the expected benefits of the acquisition of InstaMortgage and its operations, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the potential negative effects of the Company’s and InstaMortgage’s business from not obtaining the regulatory approvals in Virginia and New York timely or at all; the health of the U.S. residential real estate industry and changes in general economic conditions; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s ability to maintain compliance with Nasdaq’s continued listing rules; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to integrate the business of its acquired companies into its existing business, including InstaMortgage, and the anticipated demand for such acquired companies’ services; reAlpha’s ability to successfully enter new geographic markets and to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings or any legal proceedings that may be instituted against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha’s ability to maintain and strengthen its brand and reputation; reAlpha’s ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation of new internal processes and initiatives, including upgrades thereto; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally; any accidents or incidents involving cybersecurity breaches and incidents; the availability of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies, bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; reAlpha’s ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; reAlpha’s ability to effectively compete in the real estate and AI industries; and other risks and uncertainties indicated in reAlpha’s most recent Annual report on Form 10-K and other current or period reports filed with the SEC) and available for review at www.sec.gov. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. 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, whether as a result of new information, future events or otherwise, except as required by law.
Media Contact:
Payton Cuddy, Senior Marketing Manager
media@realpha.com
Investor Relations Contact:
Adele Carey, VP of Investor Relations
InvestorRelations@reAlpha.com
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