Form 8-K - Current report

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): October 30, 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 7.01 Regulation FD Disclosure.

reAlpha Tech Corp. (the “Company”) intends to present the corporate presentation attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”), which is incorporated herein by reference, on October 30, 2024, 3:30 p.m. Pacific Time, at the Luxe Sunset Boulevard Hotel in Los Angeles, at an investor conference hosted by LD Micro.

The information set forth and incorporated into this Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “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, nor shall it be deemed 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

99.1**		Corporate Presentation, dated October 2024.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith.

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: October 30, 2024	reAlpha Tech Corp.

	By:	/s/ Giri Devanur
		Giri Devanur
		Chief Executive Officer

Exhibit 99.1

C o r p o r a t e P r e s e n t a t i o n N A S D A Q A I R E LISTED N o F ee s . J u s t K e y s . T M O c t o b e r 202 4

2 Elevator Pitch reAlpha Overview Accretive Acquisition - led Growth Leadership and Board 4 5 17 19 T a b l e o f C o n t e n ts

3 This presentation is made solely for information purposes and no representation or warranty, express or implied, is made by reAlpha Tech Corp . (“reAlpha,” “we,” “us,” “our,” and, together with our subsidiaries, the “Company”) or any of its representatives as to the information contained in these materials or disclosed during any related presentations or discussions . This presentation also contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , including, without limitation, statements relating to the reAlpha’s plans, strategies, objectives, expectations, intentions and adequacy of resources . These forward - looking statements involve known and unknown risks, uncertainties, and other factors that may cause reAlpha’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward - looking statements, such as reAlpha’s limited operating history and that reAlpha has not yet fully developed its artificial intelligence ("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 integrate the business of its acquired companies into its existing business and the anticipated demand for the services offered by such acquired companies ; 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 further described in reAlpha's periodic reports filed with the Securities and Exchange Commission ("SEC"), including the Transition Report on Form 10 - KT for the eight - month period ended December 31 , 2023 , and other filings that may be filed with the SEC from time to time . Nothing contained herein is, or should be relied on as, a promise or representation as to the future . The information in this presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction, including India, in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction . This presentation includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights, and trade names of other companies, which are the property of their respective owners . Images on this presentation may be produced using artificial intelligence (AI) . These AI - generated images are for illustrative purposes only and may not accurately represent actual events or entities . Use of these images does not imply endorsement or factual accuracy . By reading this presentation, you acknowledge and accept that AI - generated content may be used where deemed appropriate by us, without liability for any discrepancies or inaccuracies these images may present . Disclaimers

4 In 2023, consumers spent $100 billion on realtor commissions in the U.S., a landscape recently disrupted by the recent National Association of Realtors s e tt l e m e n t . [ 1 ] reAlpha is an AI - powered real estate platform that enables commission - free home buying and selling. To accelerate growth, reAlpha is acquiring revenue generating real estate tech and service companies to create an end - to - end homebuying experience. ( 1) Yahoo Finance E l e v a t o r P i t c h

r e A l p h a O v e r v i e w Nasdaq: AIRE

O u r V i s i o n : B e t h e g l o b a l l e a d e r i n r e a l e s t a t e t e c hn o l o g y . 6

M i ss i o n : A cc e l e r a t e t h e r e a l e st a t e i n d u st r y ’ s t r a n s i t i o n t o t h e d i g i t a l e r a . 7 O u r M i ss i o n

$ 418 M $ 83 . 5 M $ 55 M $7 0 M B l ac k S w a n E v e n t - NA R L a ws u i t S e tt l e m e n t B y T h e N u m b e r s NAR settlement that went into effect on August 17, 2024, marks the beginning of a significant shift in the real estate industry. T h e C a s e [ 1 ][ 2 ][ 3 ] The lawsuit claimed NAR’s rules inflated fees for sellers , violating antitrust laws. The jury found NAR guilty of collusion , and damages will be paid to impacted homeowners. S e tt l e m e n t E ff e c t [ 5 ][ 6 ][ 7 ][ 8 ][ 9 ] Standard 6% commission ends ; all commissions are now negotiable. Buy - side fees are expected to drop by 25 - 50% . Buy - side agents now need a separate agreement with buyers. Agent fees will no longer appear on MLS listings. [ 4 ] Largest antitrust settlement reached so far in litigation over real estate commissions 8 ( 1) NYTimes ( 2) Bloomberg Law ( 3) NYTimes ( 4) RealEstateNews ( 5) AJC ( 6) NP ( 7) FOXLA ( 8) CNN ( 9) NAR ( 10) Reuters [ 10 ]

N A R S e tt l e m e n t E ff e c ts o n T r a n s ac t i o n s 3% Buy - Side C o mm i ss i o n s 3% Sell - Side C o mm i ss i o n s 1.20 - 2.47% Closing Costs 1.50 - 2.25% Sell - Side C o mm i ss i o n s 1.20 - 2.47% Closing Costs 1.50 - 2.25% Buy - Side C o mm i ss i o n s P r e - S e tt l e m e n t C o s t t o C l o s e [ 1 ][ 2 ] ( % o f P u r c h a s e P r i c e ) Estimated Post - Settlement E ff e c t s o n T r a n s a c t i o n s [ 3 ][ 4 ] Paid by Seller Paid by Buyer ( 1) Real Estate Witch ( 2) Realty Magazine ( 3) Financial Samurai 9 ( 4 ) C NN

Tech - enabled platforms have consistently applied proven strategies to disrupt previously commission - driven industries. Securities Trading New Revenue Model: Order routing, data subscriptions and bid/ask spreads New Revenue Model: Merchant model, bundling trips, and trip insurance New Revenue Model: Algorithmic based personalized advertising T r a v e l A d v e r t i s i n g 1 0 *All product names, logos, and brands are property of their respective owners.

265 K + 312K+ TE X A S 370K+ 144 K + 115 K + G E O R G I A I LL I N O I S O H I O M I C H I G A N 124 K + 133 K + 122 K + 126 K + 124 K + U . S . H o u s i ng M a r k e t Ov e r v i e w F l o r i d a T e x a s California North Carolina $38 . 2 B I ll i n o i s $152 . 2 B $215 . 3 B $108 . 0 B $53 . 8 B New York $65 . 7 B G e o r g i a $46 . 2 B O h i o $30 . 6 B M i c h i g a n $29 . 3 B P e nn s y l v a n i a $35 . 1 B Top 10 States Leading in Transaction Volume and Value 3 . 4 9 M illi o n $1 . 4 4 T r illi o n $10 0 B illi o n Total Home Transactions Volume Total Home Transactions Value Total Commissions Paid (2023) 1 1 ( 1) Yahoo Finance All the data sourced for U.S. Housing Market are from Redfin , January 2023 to December 2023 [ 1 ]

reAlpha, Our Commission - Free Homebuying Platform reAlpha enables homebuyers to buy homes: 1. Through an AI - driven user experience available 24/7; 2. Completely commission free, 3. Still have support from reAlpha’s in - house licensed agents on no - obligation and no fee basis. Powered by Claire , our AI buy - side agent, reAlpha is creating the next generation of homebuying. With reAlpha , we’re removing traditional commission structures and leveraging AI to provide a seamless homebuying experience. 1 2

Get House Inspected Find your Dream Home A I S e a r c h & R e c o mm e n d a t i o n s C u rr e n t H o m e N e w H om e O u r A I - P o we r e d R e a l E st a t e S u p e r A pp Understand your Budget Budget Calculator Make an Offer Contract Builder Get Accepted AI Negotiation Helper Start Loan Process Get Clearance to Close AI Report Explainer Close the Deal Move in AI Report Explainer reAlpha covers the entire transaction process with integrated solutions that tackle significant customer pain points 1 3 Illustration of reAlpha's intended homebuying j o u r n e y , i n c l u d i n g f e a t u r e s s t i l l i n d e v e l op m e n t .

r e A l p h a ’ s Re a l E st a t e S u p e r A pp Ex p e r i e n c e Smart Home R e c o mm e n d a t i o n s 24/7 AI Agent: Claire Comprehensive Property Insights Digital Pre - Approval I n t e g r a t e d T i t l e & C l o s e Document Vault O ff e r C l o s i n g Home Buying Journey Integrating technology, AI, and services to simplify the homebuying process. One Unified Dashboard 1 4

R e v e nu e M o d e l With reAlpha, users pay 0% buy - side commission. % We will generate revenue from closing costs and services beyond the transaction. M o r t g a g e b r o k e r i n g H e l p i n g h o m e b u y e r s f i n d a mortgage that fits their un i q u e s i t u a t i o n C u rr e n t O ff e r i n g H o m e i n s u r a n c e s e r v i c e s P r o t e c t i n g h o m e s i n c a s e o f d a m a g e o r a cc i d e n t a l events F u t u r e O ff e r i n g T i t l e s e a r c h & i n s u r a n c e Verifying title/ownership history and insurance to cover f u t u r e c l a i m s o r li e n s C u rr e n t O ff e r i n g *Revenue will vary per transaction based on various factors such as, but not limited to: home price, transaction term, down payment percentage, mortgage usage, and market conditions. W h il e w e h a v e a c q u i r e d t i t l e s e r v i c e a n d m o r t g a g e b r o k e r a g e companies, we anticipate that we will be able to capture additional revenue if we expand our offerings with additional services. However, there is no guarantee that we will proceed with further acquisitions or provide additional services. 1 5

Mortgage brokerage T i t l e a n d c l o s i n g s e r v i c e s We have significantly expanded our footprint with Be My Neighbor (27 states) and HyperFast (3 states) acquisitions. S ca l a b l e Gr o wt h M o d e l While HyperFast Title currently operates in 3 states, Madison Settlement Services, associated company of HyperFast, operates in 33 states . This provides visibility and potential operational capabilities across these states . However, it should be noted that this does not imply immediate or g u a r a nt ee d m a r k e t a c t i v i t y i n a l l 3 3 s t a t e s . + 1 6

A cc r e t i v e A c q u i s i t i o n - L e d G r o w t h

Partner/Acquire Acquire Build Acquire Acquire Build Build Partner Acquire Acquire Companies Powering Our Solutions: B u s i n e ss M o d e l - B u i l d v s . A c q u i r e v s . P a r t n e r We either build in - house, acquire existing solutions, or forge strategic partnerships with the goal of providing services across the transaction lifecycle. Front - End Search Form Contracts/Offers I n s p e c t i o n s T i t l e / C l o s i n g Insurance Services Lead Generation S h o w i n g s N e g o t i a t i o n s Mortgage Brokerage Back Office Service [Acquired on May 06, 2024] [Acquired on Jul 15, 2024] [Acquired on Jul 29, 2024] [Acquired on Sept 09, 2024] C o m p l e t e d In Progress 1 8

L e a d e r s h i p T e a m & B o a r d

2 0 R a k e s h Pr a s a d CFO (Interim) Fellow of The Institute of Chartered Accountants of India Master Trainer at Ernst & Young - $500M project F o un d e r - R P H R & C o m p a n y , C h a r t e r e d Accountant Firm M i k e L o g o zz o President, COO Managing Director at L Marks Former GM at BMW Financial Services - $32B portfolio, 1.2M Customers Former EY Consultant G i r i D e v a nu r CEO Entrepreneur with Nasdaq IPO experience EY Entrepreneur of the Year (2017) Masters at Columbia University J o r g e A l d e c o a CPO Former VP Operations for Transcendent Electra Led $1B portfolio at Invitation Homes Former CIO for Firm Capital American Realty Partners L e a d e r s h i p T e a m

2 1 S u b s i d i a r y L e a d e r s h i p T e a m s R a m e s h P a t h a k CEO S a r a m s h a D o t e l CTO B a r u n P a n d e y CMO N aa m c h e : K e st e r P o h CEO D a v e C hu a n g CPO V a l e r i e C h e n g VP Sales & Marketing AiChat: I s a b e l W illi a m s Broker Owner C h r i st o p h e r G r i ff i t h Broker Owner N a t h a n K n o tt i ngh a m COS // Loan Officer Be My Neighbor:

B r i a n C o l e Compensation Committee Chairman Managing Director, Baird Investment Bank Former Manager, PWC MBA, Kelly School of Business M o n a z K a r k a r i a Director Seasoned real estate executive R e a l E s t a t e C o a c h & M e n t o r Buy Rehab Rent Refinance (BRRRR) strategist D i m i t r i o s A n g e li s Corporate Governance Committee Chairman Publicly listed CEO and public Board Director Co - founder of several startups, including Sparta Biomedical Managing Partner at Pharma Tech Law, NYU Law Degree G i r i D e v a nu r CEO and Chairman Entrepreneur with Nasdaq IPO experience EY Entrepreneur of the Year (2017) Masters at Columbia University B a l a j i S w a m i n a t h a n Audit Committee Chairman Founder and CEO of SAIML Private Ltd Former President of Westpac Banking Corp. Former Vice Chairman and MD, Global Corporate and Investment Banking, for Bank of America Merrill Lynch B o a r d o f Di r e c t o r s 2 2

Nasdaq:AIRE Phone +1 - 707 - 732 - 5742 Email InvestorRelations@realpha.com Locations 6515 Longshore Loop, Suite 100 Dublin, OH 43017 525 Washington Blvd 300, Jersey City, NJ 7310 3350 SW 148th Ave Suite 110, Miramar, FL 33027

Cover	Oct. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Entity File Number	001-41839
Entity Registrant Name	reAlpha Tech Corp.
Entity Central Index Key	0001859199
Entity Tax Identification Number	86-3425507
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6515 Longshore Loop
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Dublin
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43017
City Area Code	707
Local Phone Number	732-5742
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AIRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false