reAlpha Tech SEC Filings

reAlpha Tech Corp. (Nasdaq: AIRE) has filed Amendment No. 2 to its Form S-1 for a best-efforts offering that could raise up to $3.52 million in gross proceeds (assuming sale of 16.39 million shares at $0.2441 and no pre-funded warrants). Each share is sold with one Series A-1 warrant (5-year term) and one Series A-2 warrant (2-year term); total potential dilution, including 49.98 million warrant shares and 0.82 million placement-agent warrant shares, could lift outstanding stock from 56.1 million to 72.5 million immediately and materially more if all warrants exercise.

Net proceeds are earmarked for working capital, debt repayment, acquisitions and possible cryptocurrency purchases. Management states current cash covers ~2 months of operations; full proceeds would extend runway to ~5 months. The filing reiterates a going-concern opinion.

Risk disclosures highlight:

• Nasdaq deficiency notices for bid price (<$1) and market value (<$35 m); compliance deadlines are Oct 1 2025 and Dec 29 2025.
• Litigation with GEM Yield Bahamas and Streeterville Capital; GEM warrant pricing dispute could trigger further dilution.
• Massachusetts consent order bars sales in that state.
• Best-efforts structure has no minimum and no escrow.

The company has pivoted from asset-heavy short-term rentals to an AI-driven home-buying platform, complemented by recent acquisitions (Naamche, AiChat, Hyperfast Title, Be My Neighbor, GTG Financial). Rental segment is discontinued; technology services is now the sole reporting segment.

reAlpha Tech Corp. (Nasdaq: AIRE) has filed Amendment No. 1 to its Form S-1 to launch a high-dilution, best-efforts offering that could raise up to $3.52 million in gross proceeds (assuming full take-up) through the sale of up to 16.39 million common shares bundled with an equal number of Series A-1 and Series A-2 warrants. Purchasers may alternatively receive pre-funded warrants to manage 4.99 %/9.99 % ownership caps. Warrants are exercisable once shareholder approval is obtained (or immediately if “Pricing Conditions” are met) at an exercise price to be determined at pricing; A-1 warrants mature five years from first exercisability, A-2 warrants after 24 months. A further 49.98 million shares may be issued upon warrant exercise, taking potential dilution above 82 % of today’s 56.1 million outstanding shares.

Use of proceeds: working capital, general corporate purposes, debt repayment, future acquisitions and possible cryptocurrency purchases. On the current assumptions, net cash would extend runway from roughly two months to about five months; management retains broad discretion.

Business update: reAlpha has pivoted from a discontinued short-term rental segment to an AI-driven home-buying platform now live in Florida and >200 Texas counties. 2024-25 acquisitions (Naamche, AiChat, Hyperfast Title, Be My Neighbor, GTG Financial) add technology, brokerage, mortgage and title capabilities, giving mortgage licences in 30 states and title services in three.

Liquidity & going-concern: The auditor expressed substantial doubt; cash totalled $1.2 million at 31-Mar-25 with an accumulated deficit of $41.1 million. A secured promissory note to Streeterville ($5.46 million principal, 8 % interest, due Feb-26) allows monthly redemptions of $545k; two redemptions in June–July 2025 were settled in stock (≈2.0 million shares).

Capital markets activity: • April 2025 warrant-inducement raised $3.1 million gross and issued 8.44 million new warrants at $0.75. • ATM program (April–Jul 2025) issued 2.79 million shares for $0.94 million net. • H.C. Wainwright acts as exclusive placement agent (7 % cash fee plus 5 % placement warrants at 125 % of offering price).

Nasdaq compliance risk: The company received two deficiency letters—(i) bid price below $1 (grace period to 1-Oct-25) and (ii) market value of listed securities below $35 million (grace period to 29-Dec-25). Failure to regain compliance could trigger delisting.

Legal & regulatory: • Barred from selling securities to Massachusetts residents under a 2022 consent order. • Litigation with GEM Yield Bahamas over warrant repricing is ongoing; company’s appeal is pending while GEM sues for breach and damages. • Loss of controlled-company status occurred 7-Jul-25 when insider ownership fell below 50 %.

Capital structure after offering: pro-forma as-adjusted shares outstanding would rise to 72.5 million (excluding warrant and option exercises). Additional overhang: 4.11 million follow-on warrants at $0.75, 1.70 million GEM warrants at $371.90 (subject to dispute), 8.44 million inducement warrants at $0.75, 2.41 million plan shares and 1.27 million RSUs.

Key risks highlighted: extreme dilution, limited cash runway, best-efforts nature (no minimum raise), potential delisting, dependence on additional financing, warrant exercisability contingent on shareholder approval, litigation uncertainty, and going-concern warning.