Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276334
PROSPECTUS SUPPLEMENT NO.
5
(to Prospectus dated June 25, 2024)
Up to 1,997,116 Shares of Common Stock
1,700,884 Shares of Common Stock Underlying
the Warrants
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 25, 2024 (the “Prospectus”),
which forms a part of our Registration Statement on Form S-11 (File No. 333-276334) with the information contained in our Current
Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 15, 2024 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
Our common stock is currently
listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “AIRE.” On August 14, 2024, the closing
price of our common stock was $1.15.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
We are a “controlled company” under
the Nasdaq listing rules because Giri Devanur, our chief executive officer and chairman, owns approximately 62.35% of our outstanding
common stock. As a controlled company, we are not required to comply with certain of Nasdaq’s corporate governance requirements;
however, we will not take advantage of any of these exceptions.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 5 OF
THE PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The date
of this prospectus supplement is August 15, 2024.
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): August 15, 2024
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
8.01 Other Events.
On
August 15, 2024, reAlpha Tech Corp. (the “Company”) announced the launch of reAlpha AI Labs (“AI Labs”), a research
and development initiative to develop, partner with and potentially invest in artificial intelligence (“AI”) startups. The
Company believes that this initiative will provide a platform for early-stage companies, enabling them to accelerate their development
and growth. The Company expects that the products and technologies developed from the partnership and collaboration with such early-stage
companies will be used to enhance Claire, the Company’s generative-AI powered, commission-free home buying platform. Additionally,
the Company plans to partner with universities through AI Labs to further enhance its research and development capabilities.
On
August 15, 2024, the Company issued a press release announcing the launch of AI Labs. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
The
press release being furnished pursuant to Item 8.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation
language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
The
information in this Form 8-K includes “forward-looking statements”. Forward-looking statements include, among other things,
statements about the AI Labs initiative; the anticipated benefits of the AI Labs; the Company’s ability to anticipate the future
needs of the short-term rental market; future trends in the real estate, technology and AI industries, generally; and the Company’s
future growth strategy and growth rate. 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: the Company’s limited operating history and that the Company has not yet fully developed
its AI-based technologies; the Company’s ability to commercialize its developing AI-based technologies; whether the Company’s
technology and products will be accepted and adopted by its customers and intended users; the Company’s ability to leverage AI
Labs’ initiative into its existing business and the anticipated demand for AI Labs collaborations and partnerships; the inability
to maintain and strengthen the Company’s brand and reputation; the inability to accurately forecast demand for short-term rentals
and AI-based real estate focused products; the inability to execute business objectives and growth strategies successfully or sustain
the Company’s growth; the inability of the Company’s customers to pay for the Company’s services; changes in applicable
laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other
risks and uncertainties indicated in the Company’s U.S. Securities and Exchange Commission (“SEC”) filings. 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 the Company 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. the Company’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 the Company’s filings with the SEC. Readers
are cautioned not to put undue reliance on forward-looking statements, and the Company 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.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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 15, 2024 |
REALPHA TECH CORP. |
| |
|
|
| |
By: |
/s/ Giri
Devanur |
| |
|
Giri Devanur |
| |
|
Chief Executive Officer |
Exhibit 99.1
reAlpha Tech Corp. Launches reAlpha AI Labs
New research and development initiative empowers
startups with potential funding and strategic partnerships
Dublin, Ohio, August 15, 2024 – reAlpha Tech Corp. (“reAlpha”), (Nasdaq: AIRE) a real estate technology
company developing and commercializing artificial intelligence (“AI”) technologies, today announced the launch of reAlpha
AI Labs, a research and development initiative to develop, partner with and potentially invest in AI startups. This strategic initiative
will provide a platform for early-stage companies, enabling them to accelerate their growth. We expect that the products and services
developed by the incubated startups will be used to enhance Claire, reAlpha’s generative AI-powered, commission-free home buying
platform.
The AI sector saw a remarkable $25.2 billion global
investment in generative AI in 20231, nearly nine times that of 2022, highlighting the
accelerating interest and heightened development pace in this industry.
As the AI world advances towards “Artificial General Intelligence,” reAlpha AI Labs will drive innovation through four key
stages: (1) developing foundational AI infrastructure; (2) pioneering generative AI for real estate; (3) leveraging “Internet of
Things,” or IoT, and advanced analytics for smarter property acquisition solutions; and (4) integrating blockchain and fintech tools
and solutions for enhanced transaction security and efficiency when acquiring a property.
By working through these four key stages, reAlpha
AI Labs intends to foster a culture of continuous innovation and technological advancement, which reAlpha believes will advance their
goal to be at the forefront of AI-driven real estate solutions. Additionally, reAlpha plans to partner with universities through reAlpha
AI Labs to further enhance its research and development capabilities, as well as to foster collaboration and drive forward-thinking initiatives
in the real estate industry.
“We are committed to pushing the boundaries
of AI advancements. The rapid pace of innovation in the AI industry presents unparalleled opportunities for us to stay ahead and continuously
enhance our product offerings,” said Mike Logozzo, Chief Operating Officer, President and Interim Chief Financial Officer of reAlpha.
“We remain dedicated to continue working towards the development of emerging technologies and acceleration of progress in the industry.”
“Our goal is to create an ecosystem where innovative startups can thrive by leveraging our resources and established market presence,”
said Vinayak Grover, Associate Vice President at reAlpha. “By focusing on strategic partnerships and investments, we intend to drive
growth and innovation throughout our entire portfolio of product offerings.”
Startups interested in partnering with reAlpha
AI Labs are invited to connect with reAlpha and explore collaborative opportunities. For more details and to discover how to get involved
in driving AI innovation, visit the reAlpha AI Labs website at https://ai-labs.realpha.com/.
| 1 | https://www.lexology.com/library/detail.aspx?g=e246c259-d962-450c-8bb9-029101f5d207#:~:text=Unsurprisingly%2C%20AI%20investment%20skewed%20heavily,times%20the%20amount%20in%202019. |
About reAlpha Tech Corp.
reAlpha Tech Corp. (Nasdaq: AIRE) is a real estate
technology company developing an end-to-end commission-free homebuying platform. Utilizing the power of AI and an acquisition-led growth
strategy, reAlpha’s goal is to offer a more affordable, streamlined experience for those on the journey to homeownership. For more
information, visit www.realpha.com.
About Claire
Claire, announced on April 24, 2024, is reAlpha’s
generative AI-powered, zero-commission homebuying platform. The tagline: No fees. Just keys.TM – reflects reAlpha’s
dedication to eliminating traditional barriers and making homebuying more accessible and transparent.
Claire’s introduction aligns with major
shifts in the real estate sector after the National Association of Realtors (“NAR”) agreed to settle certain lawsuits
upon being found to have violated antitrust laws, resulting in inflated fees paid to buy-side agents. This development is expected to
result in the end of the standard six percent sales commission, which equates to approximately $100 billion in realtor fees paid annually.
Claire offers a cost-free alternative for homebuyers by utilizing an AI-driven workflow that assists them through the home buying process.
Homebuyers can use Claire’s conversational
interface to guide them through every step of their journeys, from property search to closing the deal. By offering support 24/7, Claire
is poised to make the homebuying process more efficient, enjoyable and cost-efficient. Claire matches buyers with their dream homes using
over 400 data attributes and provides insights into market trends and property values. Additionally, Claire can assist with questions,
booking property tours, submitting offers, and negotiations.
Currently, Claire is under limited availability
for homebuyers located in Palm Beach, Miami-Dade and Broward counties in South Florida, but reAlpha is actively seeking new MLS and brokerage
licenses that will enable expansion into more U.S. states.
For more information on Claire, please visit www.reAlpha.com.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements”. Forward-looking statements include, among other things, statements about the reAlpha AI Labs
initiative; the anticipated benefits of the reAlpha AI Labs; reAlpha’s ability to anticipate the future needs of the short-term
rental market; future trends in the real estate, technology and artificial intelligence industries, generally; and reAlpha’s future
growth strategy and growth rate. 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’s ability to commercialize its developing AI-based technologies; whether reAlpha’s technology and products will be
accepted and adopted by its customers and intended users; reAlpha’s ability to leverage reAlpha AI Labs’ initiative into its
existing business and the anticipated demand for reAlpha AI Labs collaborations and partnerships; the inability to maintain and strengthen
reAlpha’s brand and reputation; the inability to accurately forecast demand for short-term rentals and 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; changes in applicable laws or regulations, and the impact of the regulatory
environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s
U.S. Securities and Exchange Commission (“SEC”) filings. 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
irlabs on behalf of reAlpha
Fatema Bhabrawala
fatema@irlabs.ca
3
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