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2025-11-13
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (date
of earliest event reported): November 13, 2025
reAlpha Tech Corp.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41839 |
|
86-3425507 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
6515 Longshore Loop,
Suite 100, Dublin, OH 43017
(Address of principal
executive offices and zip code)
(707) 732-5742
(Registrant’s
telephone number, including area code)
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.001 per share |
|
AIRE |
|
The Nasdaq Stock Market LLC |
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).
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.
Item 7.01 Regulation FD Disclosure.
On
November 13, 2025, reAlpha Tech Corp. (the “Company”) issued a letter to shareholders which was posted on its website at ir.realpha.com.
A copy of the letter to shareholders is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
On
the same date, the Company also made available a corporate presentation on its website at ir.realpha.com containing information related
to the Company’s strategic focus, business developments, and recent trends. Representatives of the Company intend to present
some of or all of this presentation to investors at various conferences and meetings beginning on the date hereof. A copy of
the presentation is furnished as Exhibit 99.2 to this Form 8-K.
The
letter to shareholders and the corporate presentation should be read together with the information included in the Company’s other
filings with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2024, as amended on May 13, 2025, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025,
Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as amended on August 15, 2025 and Quarterly Report on Form 10-Q for
the quarter ended September 30, 2025.
The
information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into
any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1* |
|
Shareholder Letter, dated November 13, 2025. |
| 99.2* |
|
Corporate Presentation, dated November 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 13, 2025 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
