UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41839

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

Delaware		86-3425507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6515 Longshore Loop, Suite 100

Dublin, Ohio 43017

(Address of principal executive offices)

(Zip Code)

(707) 732-5742

(Registrant’s telephone number, including area code)

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		AIRE		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

The aggregate market value of the voting held by non-affiliates of the registrant as of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $9,894,730 based upon the closing price reported for such date on the Nasdaq Capital Market.

As of May 12, 2025, the registrant had 51,248,840 shares of common stock, par value $0.001, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Form 10-K/A is being filed solely for the purpose of amending (i) “Item 8. Financial Statements and Supplementary Data” of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2025 (the “Original Form 10-K”), to reflect related party transactions involving an invoice financing arrangement (the “Financing Arrangement”) with Sea Easy Capital Pte. Ltd., a Singapore-based entity, that were not expressly identified in the financial statements and related footnotes thereto included in the Original Form 10-K; and (ii) “Item 13. Certain Relationships and Related Party Transactions” of Part III of the Original 10-K to include the required information of the Financing Arrangement therein.

Specifically, this Form 10-K/A (i) corrects the amount reflected in the balance sheet line item “Short term loans – related parties – current portion” by increasing such amount by $146,900 to reflect the Financing Arrangement; (ii) corrects the amount reflected in the balance sheet line item “Short term loans – unrelated parties – current portion” by decreasing such amount by $146,900 to remove the Financing Arrangement from such line item; (iii) includes disclosure in “Note 10 – Related Party Transactions” to reflect the Financing Arrangement; and (iv) includes the required information of the Financing Arrangement in “Item 13. Certain Relationships and Related Party Transactions.” The effect of the changes described herein did not impact total assets, total liabilities, or total stockholders’ equity (deficit) in the consolidated balance sheet, nor did it impact the consolidated statements of operations and comprehensive (loss) income, consolidated statements of cash flows, or consolidated statements of stockholders’ equity (deficit) for the reported periods. Rather, the effect of the changes described herein only impacted the presentation of the Financing Arrangement from “Short term loans – unrelated parties – current portion” to “Short term loans – related parties – current portion” in the consolidated balance sheet.

In addition, pursuant to the rules of the SEC, “Item 15. Exhibits and Financial Statement Schedules” of Part III of the Original Form 10-K has been amended to contain currently dated certifications from our Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and filed as Exhibits 31.1, 31.2 and 32.1 hereto, as well as an updated Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1.

Except for the foregoing information that was specifically amended under “Item 8. Financial Statements and Supplementary Data” and “Item 13. Certain Relationships and Related Party Transactions” as provided herein, this Form 10-K/A and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Form 10-K nor does it change any other disclosures contained in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and our filings made with the SEC subsequent to the filing of the Original Form 10-K.

Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to reAlpha Tech Corp. and its subsidiaries, as applicable.

PART II

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required hereunder are included on the pages immediately following “Item 15. Exhibits and Financial Statement Schedules” appearing on page F-1.

PART III

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Policy for Approval of Related Party Transactions

Our board of directors has adopted a related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or each person whom we know to beneficially own more than 5% of our outstanding shares of common stock (a “5% stockholder”) (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person transaction to the Company’s general counsel. The policy calls for the proposed related-person transaction to be reviewed by and if deemed appropriate approved by, the audit committee of our board of directors after full disclosure of the related-person interest in the transaction. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify the related-person transaction. The policy also permits the chair of the audit committee to review, and if deemed appropriate approve, proposed related-person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related-person transactions that are ongoing in nature will be reviewed annually.

A related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

●

the related person’s interest in the related-person transaction;

●

the approximate dollar amount involved in the related-person transaction;

	●	the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

	●	whether the transaction was undertaken in the ordinary course of our business;

	●	whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

	●	the purpose of, and the potential benefits to us of, the related-person transaction; and

	●	any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The audit committee may impose any conditions on the related-person transaction that it deems appropriate.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee of our board of directors in the manner specified in its charter.

Related Party Transactions

Except as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2022, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at the year-end for the last two completed fiscal years.

myAlphie LLC

On December 31, 2022, the Company entered into that certain Membership Interest Purchase Agreement, dated as of December 31, 2022, which was amended pursuant to a First Side Letter Amendment on March 11, 2023 and subsequently a Second Side Letter Amendment, effective as of May 17, 2023 (as amended, the “myAlphie Agreement”), between us and Turnit Holdings, LLC, an Ohio limited liability company (the “Buyer”). The Buyer was an indirect subsidiary of Crawford Hoying, which is owned and partially controlled by Brent Crawford, former chairman of the Company’s board of directors and – at the time – more than 5% beneficial ownership of the Company’s common stock. The myAlphie Agreement provided for the Buyer’s acquisition of all the issued and outstanding membership interests of myAlphie, LLC, subsequent to its conversion from a Delaware corporation to a Delaware limited liability company.

Prior to the execution of the myAlphie Agreement and pursuant to our short-form merger in accordance with Section 253 of the DGCL, we held myAlphie LLC as a subsidiary, along with (a) all its technology and intellectual property, and (b) two on-demand promissory notes in the amounts of $975,000 and $4,875,000 payable to CH REAlpha Investments, LLC, and CH REAlpha Investments II, LLC, respectively (together, the “Promissory Notes”). CH REAlpha Investments, LLC, and CH REAlpha Investments II, LLC are also managed by Mr. Crawford. Upon closing of the myAlphie Agreement (a) the Company sold all of its interests in myAlphie LLC, and (b) the Buyer assumed the Company’s remaining liabilities and outstanding obligations under the Promissory Notes.

Sea Easy Capital Pte. Ltd. Loans

During the year ended December 31, 2024, AiChat Pte Ltd., a subsidiary of the Company since July 12, 2024 (“AiChat”), utilized its existing invoice financing arrangement with Sea Easy Capital Pte. Ltd., a Singapore-based entity (“SEA”), pursuant to which AiChat financed an aggregate of $320,510 (Singapore Dollar (“SGD”) 417,000) of its invoices (as defined below) through SEA’s online platform (the “SEA platform”). Mala Swaminathan (the wife of our director, Balaji Swaminathan) is the co-owner of SEA and she controls SEA by virtue of her ownership or control of a majority (51%) of the capital stock of SEA. Mr. Swaminathan also serves on the advisory board of SEA.

The SEA platform allows AiChat to act as an account receivable invoice seller, under which AiChat is able to upload account receivable invoices (each, an “invoice”) from time to time to the SEA platform for approval by SEA, with each such invoice denoting a dollar amount to be payable by AiChat in accordance with the SEA platform’s terms and conditions (the “terms and conditions”), subject to limits, if any, imposed by SEA on the aggregate value of invoices AiChat may upload and offer for sale. Upon approval, these invoices can be purchased at a discount to its face value based on the payable amounts thereunder (the “invoice purchase price”), by SEA or an authorized third-party (collectively, the “purchasers”) through the SEA platform in accordance with the terms and conditions. After such purchase, the purchaser becomes obligated to fund such invoice purchase price to AiChat directly in the form of a loan (each, a “loan”), minus any fees or interests payable thereunder, and all rights, title and interest in such invoice are assigned to such purchaser at the time of the purchase. Once an invoice is purchased, AiChat provides notice to the customer to which the invoice relates to with the payment instructions to direct such customer to send funds to a designated payment account in order to repay for the loans.

These loans bear a fixed interest rate of 16.5% per annum, and are each payable to the purchaser 89 to 120 days after the date of the respective loan. Additionally, in accordance with the terms and conditions, to the extent AiChat defaults on these loans, or is deemed to have defaulted in accordance with the terms and conditions, then, on and at any time after the occurrence of such default, the purchaser is entitled request the immediate repurchase by AiChat of the applicable invoice and amounts thereunder, suspend SEA platform access, as well as declare that any fees and all other amounts accrued or outstanding under the loans be immediately due and payable and/or take any other actions, including legal action, to recover such amounts due and payable. If AiChat fails to repurchase the applicable invoice upon written demand by the relevant purchaser, then AiChat is liable to such purchaser for an amount equal to the outstanding amounts under the invoice, minus any paid amounts by AiChat, plus a default interest rate of 10% and liquidated damages. Further, if AiChat fails to pay any amounts outstanding under the loans when due, and such failure to pay continues beyond any grace period provided by SEA, then AiChat is required to pay a default interest rate on such outstanding amounts from the expiration of the grace period provided, if any, of 10%, or any other default interest rate determined by the purchaser, until the date of full payment. AiChat and the purchaser are each able to terminate any loan documents by giving written notice of at least 30 days to the other, provided that any and all outstanding amounts are fully paid prior to such termination. The terms and conditions further provide for representations and warranties for any user of the SEA platform, including limitation of liability for SEA and its affiliates, indemnification of such parties by the user of the SEA platform, confidentiality provisions and others.

During the year ended December 31, 2024, we repaid SEA an aggregate amount of $160,255 of the principal amount outstanding for the loans, and we accrued and paid $8,234 in interest payments to SEA in connection with these loans during such period. Further, in accordance with the terms and conditions, we paid $39,912 in fees to SEA for using the SEA platform. Since then, and as of April 2, 2025, SEA has loaned an additional $160,255 (SGD 208,500) to AiChat, and we have accrued interest in the amount of $6,138 in connection with the loans made during such period. As of April 2, 2025, we had an aggregate amount of $155,481 in principal outstanding for these loans and we have not defaulted on any of these loans as of such date.

Director Independence

Our common stock is listed on Nasdaq under the symbol “AIRE”. Subject to the controlled company exemption described above, the listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and governance committees be independent subject to the controlled company exemptions described above, as applicable to the compensation and governance committees.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of our directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act. Only Monaz Karkaria and Giri Devanur are not independent under Nasdaq’s independence standards.

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)	(1) Consolidated Financial Statements

The financial statements filed as part of this report are listed and indexed in the Index to Consolidated Financial Statements stating on page F-1 located in this Annual Report on Form 10-K/A.

(a)	(2) Financial Statement Schedules

Financial statement schedules are omitted because they are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto.

(a)	(3) Exhibits

Required exhibits are incorporated by reference or are filed with this report.

(b)	The exhibits set forth in the following index of exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K/A:

Exhibit No.		Description of Exhibit

1.1**		At the Market Sales Agreement by and between reAlpha Tech Corp. and A.G.P./Alliance Global Partners, dated December 19, 2024 (previously filed as Exhibit 1.1 of Form 8-K filed with the SEC on December 19, 2024).

1.2**		Amendment No. 1 to At the Market Sales Agreement, dated January 31, 2025, by and between reAlpha Tech Corp. and A.G.P./Alliance Global Partners (previously filed as Exhibit 1.1 of Form 8-K filed with the SEC on January 31, 2025).

1.3**		Amendment No. 2 to At the Market Sales Agreement, dated January 31, 2025, by and between reAlpha Tech Corp. and A.G.P./Alliance Global Partners (previously filed as Exhibit 1.1 of Form 8-K filed with the SEC on February 27, 2025).

2.1**		Membership Interest Purchase Agreement by and among reAlpha Tech Corp. and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.1 of Form 1-U filed with the SEC on May 23, 2023).

2.2**		Membership Interest Purchase Agreement First Side Letter by and among reAlpha Tech Corp. and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.2 of Form 1-U filed with the SEC on May 23, 2023).

2.3**		Membership Interest Purchase Agreement Second Side Letter by and among reAlpha Tech Corp. and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.3 of Form 1-U filed with the SEC on May 23, 2023).

2.4**		Stock Purchase Agreement by and Among Roost Enterprises, Inc. dba Rhove, the Sellers and reAlpha Tech Corp., dated March 24, 2023 (previously filed as Exhibit 1.1 of Form 1-U filed with the SEC on March 27, 2023).

2.5**		Restricted Stock Purchase Agreement by and between reAlpha Tech Corp. and Silicon Valley Bridge Bank, N.A., dated as of March 24, 2023 (previously filed as Exhibit 1.2 of Form 1-U filed with the SEC on March 27, 2023).

2.6**		Certificate of Ownership and Merger, filed March 21, 2023 (previously filed as Exhibit 2.1 of Form 1-U filed with the SEC on March 24, 2023).

2.7#**		Stock Purchase Agreement, dated as of December 3, 2023, among reAlpha Tech Corp., Naamche, Inc., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on December 4, 2023)

2.8#**		Amended and Restated Stock Purchase Agreement, dated as of February 2, 2024, among reAlpha Tech Corp., Naamche, Inc. Pvt. Ltd., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC February 8, 2024).

2.9#**		Business Acquisition and Financing Agreement, dated as of July 12, 2024, among reAlpha Tech Corp., AiChat Pte. Ltd., AiChat10X Pte. Ltd. and Kester Poh Kah Yong (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 15, 2024).

2.10#**		Membership Interest Purchase Agreement, dated as of September 8, 2024, among reAlpha Tech Corp., Debt Does Deals, LLC (d/b/a Be My Neighbor), Christopher B. Griffith and Isabel Williams (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on September 9, 2024).

2.11#**		Membership Interest Purchase Agreement, dated as of November 20, 2024, among reAlpha Tech Corp., USRealty Brokerage Solutions, LLC, Unreal Estate LLC and Unreal Estate Inc (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on November 21, 2024).

2.12#**		Stock Purchase Agreement, dated as of February 20, 2025, among reAlpha Tech Corp., GTG Financial, Inc. and Glenn Groves (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on February 24, 2025).

3.1**		Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 of Form S-11 filed with the SEC on August 8, 2023).

3.2**		Second Amended and Restated Bylaws (previously filed as Exhibit 3.2 of Form S-11 filed with the SEC on August 8, 2023).

3.3**		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on February 20, 2025 (previously filed as Exhibit 3.1 of Form 8-K filed with the SEC on February 24, 2025).

4.1**		Form of Warrant (previously filed as Exhibit 6.3 of Form 1-U filed with the SEC on December 5, 2022).

4.2**		Form of Common Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on November 21, 2023).

4.3**		Warrant Agency Agreement (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on November 21, 2023).

4.4**		Secured Promissory Note, dated as of August 14, 2024 (previously filed as Exhibit 4.4 of Form 10-Q filed with the SEC on August 14, 2024).

4.5**		Description of Securities of the Company(previously filed as Exhibit 4.5 of Form 10-K filed with the SEC on April 2, 2025).

10.1**		Share Purchase by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December 1, 2022 (previously filed as Exhibit 6.1 of Form 1-U filed with the SEC on December 5, 2022).

10.2**		Registration Rights Agreement by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December 1, 2022 (previously filed as Exhibit 6.2 of Form 1-U filed with the SEC on December 5, 2022).

10.3+**		Employment Agreement of Giri Devanur, dated April 11, 2023 (previously filed as Exhibit 10.11 of Form S-11 filed with the SEC on August 8, 2023).

10.4+**		Employment Agreement of Michael J. Logozzo, dated April 11, 2023 (previously filed as Exhibit 10.12 of Form S-11 filed with the SEC on August 8, 2023).

10.5+**		Employment Agreement of Jorge Aldecoa, dated April 11, 2023 (previously filed as Exhibit 10.13 of Form S-11 filed with the SEC on August 8, 2023).

10.6+**		reAlpha Tech Corp. 2022 Equity Incentive Plan (previously filed as Exhibit 10.14 of Form S-11 filed with the SEC on August 8, 2023).

10.7+**		Form of 2022 Equity Incentive Plan Restricted Stock Award Agreement (previously filed as Exhibit 10.15 of Form S-11 filed with the SEC on August 8, 2023).

10.8+**		Form of 2022 Equity Incentive Plan Stock Option Award Agreement (previously filed as Exhibit 10.16 of Form S-11 filed with the SEC on August 28, 2023).

10.9+**		Form of Director and Officer Indemnification Agreement (previously filed as Exhibit 10.17 of Form S-11 filed with the SEC on August 28, 2023).

10.10**		Ohio Division of Securities Cease and Desist Order with Consent Agreement (previously filed as Exhibit 6.10 of Form 1-U filed with the SEC on August 31, 2023).

10.11+**		First Amendment to Employment Agreement of Giri Devanur, dated February 1, 2024 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on February 1, 2024).

10.12+**		First Amendment to Employment Agreement of Michael J. Logozzo, dated February 1, 2024 (previously filed as Exhibit 10.3 of Form 8-K filed with the SEC on February 1, 2024).

10.13+**		First Amendment to Employment Agreement of Jorge Aldecoa, dated February 1, 2024 (previously filed as Exhibit 10.4 of Form 8-K filed with the SEC on February 1, 2024).

10.14**		Note Purchase Agreement, dated as of August 14, 2024, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 10-Q filed with the SEC on August 14, 2024).

10.15**		Security Agreement, dated August 14, 2024, by and between Roost Enterprises, Inc. and Streeterville Capital, LLC (previously filed as Exhibit 10.2 of Form 10-Q filed with the SEC on August 14, 2024).

10.16**		Security Agreement, dated August 14, 2024, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.3 of Form 10-Q filed with the SEC on August 14, 2024).

10.17**		Intellectual Property Security Agreement, dated August 14, 2024, by and between Roost Enterprises, Inc. and Streeterville Capital, LLC (previously filed as Exhibit 10.4 of Form 10-Q filed with the SEC on August 14, 2024).

10.18**		Intellectual Property Security Agreement, dated August 14, 2024, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.5 of Form 10-Q filed with the SEC on August 14, 2024).

10.19**		Guaranty, dated as of August 14, 2024, by Roost Enterprises, Inc., reAlpha Acquisitions, LLC, reAlpha Acquisitions Churchill, LLC, reAlpha Realty, LLC, Rhove Real Estate 1, LLC and Naamche Inc. for the benefit of Streeterville Capital, LLC (previously filed as Exhibit 10.6 of Form 10-Q filed with the SEC on August 14, 2024).

10.20**		Placement Agency Agreement, dated as of August 14, 2024, by and between reAlpha Tech Corp. and Maxim Group LLC (previously filed as Exhibit 10.7 of Form 10-Q filed with the SEC on August 14, 2024).

10.21**		Security Agreement, dated September 13, 2024, by and between Debt Does Deals, LLC and Streeterville Capital, LLC(previously filed as Exhibit 10.21 of Form 10-K filed with the SEC on April 2, 2025).

10.22**		Intellectual Property Security Agreement, dated September 13, 2024, by and between Debt Does Deals, LLC and Streeterville Capital ,LLC (previously filed as Exhibit 10.22 of Form 10-K filed with the SEC on April 2, 2025).

10.23**		Guaranty, dated as of September 13, 2024, by Debt Does Deals, LLC for the benefit of Streeterville Capital, LLC (previously filed as Exhibit 10.23 of Form 10-K filed with the SEC on April 2, 2025).

10.24**		Letter Agreement, dated November 19, 2024, among reAlpha Tech Corp., Unreal Estate Inc. and Unreal Estate LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on January 29, 2025).

10.25+**		Piyush Phadke’s Offer Letter, effective as of January 30, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on January 30, 2025).

10.26+**		2025 Short Term Incentive Plan (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on February 10, 2025).

10.27#**		Advertising Agreement, dated March 7, 2025, between reAlpha Tech Corp. and Mercurius Media Capital LP (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 10, 2025).

10.28#**		Investment Agreement, dated March 7, 2025, between reAlpha Tech Corp. and Mercurius Media Capital LP (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 10, 2025).

10.29**		Mutual Settlement and Release Agreement, dated as of March 19, 2025, between reAlpha Tech Corp. and Unreal Estate Inc. (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 21, 2025).

10.30**		Exchange Agreement, dated as of March 20, 2025, between reAlpha Tech Corp. and Streeterville Capital, LLC (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 21, 2025).

14.1**		Code of Conduct and Ethics (previously filed as Exhibit 14.1 of Form S-11 filed with the SEC on August 8, 2023).

19**		Insider Trading Policy previously filed as Exhibit 19 of Form 10-K filed with the SEC on April 2, 2025).

21.1**		Subsidiaries of the Registrant (previously filed as Exhibit 21.1 of Form 10-K filed with the SEC on April 2, 2025).

23.1*		Consent of GBQ Partners, LLC, independent registered public accounting firm.

24.1**		Power of Attorney (previously filed as Exhibit 24.1 of Form 10-K filed with the SEC on April 2, 2025).

31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97**		Clawback Policy (previously filed as Exhibit 97.1 of Form 10-KT filed with the SEC on March 12, 2024).

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

*	Filed herewith.

**	Previously filed.

***	Furnished herewith.

+	Indicates management contract or compensatory plan or arrangement.

#	Schedules, exhibits and similar attachments 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 SEC upon request.

REALPHA TECH CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Report of Independent Registered Public Accounting Firm (GBQ Partners LLC) PCAOB ID No. 1808	F-2

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023	F-3

Consolidated Statements of Operations for the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023	F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023	F-5

Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023	F-6

Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

reAlpha Tech Corp. and Subsidiaries

Dublin, Ohio

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of reAlpha Tech Corp. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2024, the eight-month period ended December 31, 2023 and the year ended April 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024, the eight-month period ended December 31, 2023 and the year ended April 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Continuation as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the consolidated financial statements, the Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in the notes. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Other Matter – Discontinued Operations

As described in Note 16 to the consolidated financial statements, during 2024 the Company suspended real estate acquisition operations of Roost Enterprises, Inc. (“Rhove”), and presented the related amounts as discontinued operations in the consolidated financial statements. Our opinion is not modified with respect to this matter.

/s/GBQ Partners LLC

We have served as the Company’s auditor since 2021

Columbus, Ohio

April 2, 2025, except for Note 10 and 11, as to which the date is May 13, 2025

F-2

reAlpha Tech Corp. and Subsidiaries

Consolidated Balance Sheet

December 31, 2024 and December 31, 2023

	December 31, 2024			December 31, 2023
ASSETS

Current Assets
Cash	$	3,123,530		$	6,456,370
Accounts receivable		182,425			30,630
Receivable from related parties		12,873			-
Prepaid expenses		180,158			242,795
Current assets of discontinued operations		56,931			88,036
Other current assets		487,181			582,463
Total current assets	$	4,043,098		$	7,400,294

Property and Equipment, at cost
Property and equipment, net	$	102,638		$	328,539

Other Assets
Investments		215,000			115,000
Other long term assets		31,250			406,250
Intangible assets, net		3,285,406			-
Long term assets of discontinued operations		-			18,335,701
Goodwill		4,211,166			-
Capitalized software development - work in progress		105,900			839,085

TOTAL ASSETS	$	11,994,458		$	27,424,869

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accounts payable	$	655,765		$	431,700
Related party payables		9,287			-
Short term loans - related parties -current portion		261,986			-
Short term loans - unrelated parties -current portion		519,153			190,095
Accrued expenses		1,164,813			799,624
Current liabilities of discontinued operations		-			47,665
Deferred liabilities, current portion		1,534,433			593,750
Total current liabilities	$	4,145,437		$	2,062,834

Long-Term Liabilities
Deferred liabilities, net of current portion		-			406,250
Mortgage and other long term loans - related parties - net of current portion		45,052			-
Mortgage and other long term loans - unrelated parties - net of current portion		241,121			247,000
Note payable, net of discount		4,909,376			-
Other long term liabilities		1,086,000			-
Total liabilities	$	10,426,986		$	2,716,084

Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023		-			-
Common stock ($0.001 par value; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024; 200,000,000 shares authorized, 44,122,091 shares outstanding as of December 31, 2023)		45,865			44,123
Additional paid-in capital		39,770,060			36,899,497
Accumulated deficit		(38,260,913	)		(12,237,885	)
Accumulated other comprehensive income		5,011			-
Total stockholders’ equity (deficit) of reAlpha Tech Corp.		1,560,023			24,705,735

Non-controlling interests in consolidated entities		7,449			3,050
Total stockholders’ equity (deficit)		1,567,472			24,708,785

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,994,458		$	27,424,869

F-3

reAlpha Tech Corp. and Subsidiaries

Consolidated Statements of Operations and Comprehensive (Loss) Income

For the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023

	For the Year Ended			For the Eight Months Ended			For the Year Ended
	December 31, 2024			December 31, 2023			April 30, 2023

Revenues	$	948,420		$	121,690		$	419,412
Cost of revenues		302,084			94,665			293,204
Gross Profit		646,336			27,025			126,208

Operating Expenses
Wages, benefits and payroll taxes		2,841,591			710,737			1,114,403
Repairs & maintenance		3,216			51,436			24,794
Utilities		11,545			12,321			32,456
Travel		259,661			46,476			-
Dues & subscriptions		118,656			24,426			97,999
Marketing & advertising		793,004			193,612			2,002,884
Professional & legal fees		2,124,946			4,572,026			1,470,306
Depreciation & amortization		282,095			30,029			157,802
Impairment of intangible assets		202,968			-			-
Other operating expenses		911,268			418,697			159,166
Total operating expenses		7,548,950			6,059,760			5,059,810

Operating Loss		(6,902,614	)		(6,032,735	)		(4,933,602	)

Other Income (Expense)
Gain on sale of myAlphie		-			5,502,774			-
Interest expense, net		(333,759	)		(70,119	)		(169,776	)
Other expense, net		(500,601	)		(144,764	)		(334,228	)
Total other (expense) income		(834,360	)		5,287,891			(504,004	)

Net Loss from continuing operations before income taxes		(7,736,974	)		(744,844	)		(5,437,607	)
Income tax benefit (expense)		54,260			(204,286	)		-

Net Loss from continuing operations		(7,682,714	)		(949,130	)		(5,437,607	)
Discontinued operations (Rhove)
Loss from operations of discontinued Operations		(261,242	)		(302,129	)		(14,776	)
Impairment of goodwill and intangible assets of discontinued operations		(18,078,393	)		-			-
Loss on discontinued operations	$	(18,339,635	)	$	(302,129	)	$	(14,776	)

Net Loss after income taxes	$	(26,022,349	)	$	(1,251,259	)	$	(5,452,383	)

Less: Net (Loss) Income Attributable to Non-Controlling Interests		679			464			726

Net Loss Attributable to Controlling Interests	$	(26,023,028	)	$	(1,251,723	)	$	(5,453,109	)

Other comprehensive income
Foreign currency translation adjustments		5,011			-			-
Total other comprehensive gain		5,011			-			-

Comprehensive Loss Attributable to Controlling Interests	$	(26,018,017	)	$	(1,251,723	)	$	(5,453,108	)
Basic and diluted loss per share
Continuing operations	$	(0.17	)	$	(0.02	)	$	(0.13	)
Discontinued operations	$	(0.41	)	$	(0.01	)	$	(0.00	)
Net Loss per share — basic and diluted	$	(0.58	)	$	(0.03	)	$	(0.13	)

Weighted-average outstanding shares — basic		44,631,577			42,688,666			40,439,190

Weighted-average outstanding shares — diluted		44,631,577			42,688,666			40,439,190

F-4

reAlpha Tech Corp. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023

													Accumulated		ReAlpha Tech Corp.
							Additional						Other		and			Non-			Total
	Common Stock						Paid-in			Accumulated			Comprehensive		Subsidiaries			Controlling			Stockholders’
	Shares			Amount			Capital			Deficit			Loss		Equity			Interests			Equity

Balance at April 30, 2022		8,634,210		$	8,634		$	192,490		$	(5,533,053	)	$	-	$	(5,331,929	)	$	13,597		$	(5,318,332	)

Net loss		-			-			-			(5,453,109	)		-		(5,453,109	)		726			(5,452,383	)
Shares issued through Reg A offering		895,537			896			8,954,474			-			-		8,955,370			-			8,955,370
Reg A offering costs		-			-			(777,466	)		-			-		(777,466	)		-			(777,466	)
Distribution to syndicate members		-						(46,587	)		-			-		(46,587	)		(12,351	)		(58,938	)
Shares issued for acquisition of Rhove		1,312,025			1,312			13,118,938			-			-		13,120,250			-			13,120,250
Shares issued for services		304,529			305			3,044,985			-			-		3,045,290			-			3,045,290
Shares issued in former parent		543,420			543			149,457			-			-		150,000			-			150,000
RTC India - Non controlling interest		-			-			-			-			-		-			641			641
Cancellation of shares in the former parent		(9,167,630	)		(9,167	)		(241,957	)		-			-		(251,124	)		-			(251,124	)
Recapitalization of shares		40,000,000			40,000			410,000			-			-		450,000			-			450,000
Downstream merger transaction		-			-			(697,175	)		-			-		(697,175	)		-			(697,175	)
Balance at April 30, 2023		42,522,091		$	42,523		$	24,107,159		$	(10,986,162	)	$	-	$	13,163,520		$	2,613		$	13,166,133
Net loss		-			-			-			(1,251,723	)		-		(1,251,723	)		464			(1,251,259	)
Shares issued through follow on listing		1,600,000			1,600			3,898,898			-			-		3,900,498			-			3,900,498
Issuance of warrants					-			4,099,502			-			-		4,099,502			-			4,099,502
Issuance of stock options for Rhove acquisition		-			-			5,462,000			-			-		5,462,000			-			5,462,000
Reg A offering costs		-			-			(562	)		-			-		(562	)		-			(562	)
Follow on listing offering costs		-			-			(667,500	)		-			-		(667,500	)		-			(667,500	)
RTC India - Non controlling interest		-			-			-			-			-		-			(27	)		(27	)
Balance at December 31, 2023		44,122,091		$	44,123		$	36,899,497		$	(12,237,885	)	$	-	$	24,705,735		$	3,050		$	24,708,785
Net loss		-			-			-			(26,023,028	)		-		(26,023,028	)		679			(26,022,349	)
Other Comprehensive gain		-			-			-			-			5,011		5,011			-			5,011
Shares issue - BMN acquisition		1,146,837			1,147			1,512,853			-			-		1,514,000			-			1,514,000
Shares issue - AiChat10X Pte		293,536			293			1,022,682			-			-		1,022,975			-			1,022,975
Shares issued for services		83,000			83			108,647			-			-		108,730			-			108,730
Shares issued to employees & directors		204,423			204			207,249			-			-		207,453			-			207,453
Share issued to AiChat employees		14,616			15			19,132			-			-		19,147			-			19,147
Hyperfast - Non Controlling Interests		-			-			-			-			-		-			3,750			3,750
RTC India - Non Controlling Interest		-			-			-			-			-		-			(30	)		(30	)
Balance at December 31, 2024		45,864,503		$	45,865		$	39,770,060		$	(38,260,913	)	$	5,011	$	1,560,023		$	7,449		$	1,567,472

F-5

reAlpha Tech Corp. and Subsidiaries

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023

	For the Year Ended			For the Eight Months Ended			For the Year Ended
	December 31, 2024			December 31, 2023			April 30, 2023

Cash Flows from Operating Activities:
Net (loss) income	$	(26,022,349	)	$	(1,251,259	)	$	(5,452,383	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization		466,691			289,067			157,802
Stock based compensation - employees		207,453			-			-
Stock based compensation - services		108,730			-			-
Legal & professional expenses		-			3,045,290
Amortization of loan discounts and origination fees		181,875			-			-
Write-off of capitalized software costs		145,746			-			-
Impairment of goodwill and intangible assets		18,280,947			-			-
Commitment fee expenses		500,000			-			-
Loss on sale of properties		301			(85,077	)		(22,817	)
Gain on previously held equity		(20,663	)		-			-
Gain on sale of myAlphie		-			(5,502,774	)		-
Changes in operating assets and liabilities:
Accounts receivable		(16,437	)		37,490			65,696
Receivable from related parties		(12,873	)		20,874			(20,874	)
Payable to related parties		(56,241	)		-			-
Prepaid expenses		62,637			(226,889	)		96,038
Other current assets		(19,773	)		(419,849	)		(81,689	)
Accounts payable		58,756			48,928			235,433
Accrued expenses		(185,118	)		621,815			60,741
Deferred liabilities		278,080			593,750			-
Total adjustments		19,980,111			(1,577,375	)		490,330
Net cash used in operating activities		(6,042,238	)		(2,828,634	)		(4,962,053	)

Cash Flows from Investing Activities:
Proceeds from sale of properties		293,307			731,343			1,539,997
Additions to property, plant & equipment		(12,533	)		(40,840	)		19,721
Cash paid to acquire business		(1,268,630	)		(50,000	)		(25,000	)
Cash paid for equity method investment		(50,000	)		-			-
Cash used for additions to capitalized software development and intangibles		(516,544	)		(134,400	)		(452,451	)
Net cash (used in) provided by investing activities		(1,554,400	)		506,103			1,082,267

Cash Flows from Financing Activities:
Proceeds from issuance of debt		6,155,539			190,095			247,000
Payments of debt		(1,164,241	)		-			(1,071,709	)
Deferred financing costs		(727,500	)		-			-
Proceeds from issuance of common stock		-			7,331,938			4,282,274
Offering costs paid on issuance of common stock		-			-			(416,312	)
Net cash provided by financing activities		4,263,798			7,522,033			3,041,253

Net (decrease) increase in cash		(3,332,840	)		5,199,502			(838,533	)

Cash - Beginning of Period		6,456,370			1,256,868			2,095,401

Cash - End of Period	$	3,123,530		$	6,456,370		$	1,256,868

Supplemental disclosure of cash flow information
Interest expense	$	(58,897	)	$	(70,119	)	$	(169,776	)

F-6

reAlpha Tech Corp.

Notes to Consolidated Financial Statements

Note 1 - Organization and Description of Business

reAlpha Tech Corp. and Subsidiaries (“we,” “us,” “our,” the “Company,” “reAlpha” or the “Registrant”) were initially incorporated with the name reAlpha Asset Management, Inc. in the State of Delaware on April 22, 2021. Initially, our asset-heavy operational model centered on using proprietary AI tools for real estate acquisition, converting properties into short-term rentals, and offering fractional interests to investors. However, due to macroeconomic challenges like higher interest rates and inflated property prices, we’ve discontinued our rental segment operations. We are now focused on 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.

reAlpha has transitioned into a technology-driven, integrated services company, leveraging AI to enhance the homebuying experience and streamline real estate transactions. At the core of its strategy is the reAlpha platform, an AI-powered solution designed to simplify the home purchase process while generating revenue through mortgage brokerage and title and escrow services.

To strengthen its AI capabilities, reAlpha has acquired Naamche and AiChat (each as defined below), expanding its software development expertise and AI-driven engagement tools. Naamche enhances reAlpha platform functionality, while AiChat improves customer interaction of their clients through AI-powered automation.

reAlpha operates through its key subsidiaries, including reAlpha Realty, AiChat, Be My Neighbor, Hyperfast, each playing a role in its vertically integrated ecosystem. These subsidiaries enable reAlpha to provide real estate brokerage, and closing services, which enables us to capture value across multiple stages of the transaction process.

With its focus on AI technology and integrated real estate services, reAlpha is creating a scalable, end-to-end, tech-enabled model for customers to buy a home. Through strategic acquisitions and innovations in its platform, reAlpha is expanding its market presence and diversifying revenue streams across real estate, mortgage services, and AI-powered solutions.

The Company’s head office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). These financial statements include all adjustments, which consist of normal recurring accruals, deemed necessary by management for a fair presentation of the Company’s financial position and results of operations for the reported period.

F-7

This note on significant accounting policies is provided to aid in the understanding of the Company’s financial statements. The policies adhere to U.S. GAAP and have been consistently applied in the preparation of both the annual and interim financial statements. The financial statements reflect the operations, assets, and liabilities of the Company as a whole.

The consolidated balance sheet as of December 31, 2024, has been derived from the Company’s audited consolidated financial statements for that date. It is essential that these consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s previous Transition Report on Form 10-KT for the eight-months ended December 31, 2023. The results of operations for the fiscal year are not necessarily indicative of the results to be expected for any future periods.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of December 31, 2024, the Company’s cash was held by financial institutions that management believes have acceptable credit. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

In accordance with Accounting Standards Codification (“ASC”) 326, Investments - Financial Instruments—Credit Losses, (“ASC 326”) the Company applies the Current Expected Credit Losses (“CECL”) model to estimate expected credit losses over the lifetime of financial assets measured at amortized cost. The Company has determined that accounts receivable (“AR”) is the only financial asset subject to CECL assessment, as it does not have any loan receivables, held-to-maturity debt securities, or other financial instruments requiring CECL evaluation.

The Company’s CECL methodology incorporates historical loss experience, current economic conditions, and forward-looking adjustments to assess credit risk and expected loss reserves.

As of December 31, 2024, the Company has experienced no historical credit losses on accounts receivable. A significant portion of the Company’s accounts receivable is attributable to AiChat, its Singapore subsidiary, as its customers are large multinational corporations with strong financial stability and a consistent payment history. However, given macroeconomic risks, including interest rate fluctuations and regulatory considerations, the Company has applied a 0.05% CECL reserve to accounts receivable related to AiChat, our Singapore subsidiary. No additional forward-looking CECL reserve was deemed necessary due to continued government financial support, stable corporate tax incentives, and the strong creditworthiness of customers.

F-8

The Company will continue to monitor macroeconomic conditions and reassess the adequacy of its CECL reserve on a quarterly basis. Future adjustments may be made as economic conditions evolve and additional credit risk factors are identified.

As of December 31, 2024, the Company’s assessment under ASC 326 confirms that its accounts receivable remains recoverable, with no material impairments beyond the CECL provision recorded.

	Accounts receivable
Opening Balance, January 1, 2024	$	-
Current-period provision for expected credit losses(1)		62
Release of allowance for expected credit losses		-
Ending Balance, December 31, 2024	$	62

(1)	Of the Company’s total accounts receivable balance of $182,425, $123,704 relates to third-party receivables held by AiChat, the Company’s Singapore-based subsidiary. A 0.05% reserve was applied to this amount in accordance with the CECL model under ASC 326.

Equity Method Investment

The Company accounts for investments in entities in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the equity method of accounting. The equity method investment is initially recorded at cost, and subsequently increased for capital contributions and allocations of net income, and decreased for capital distributions and allocations of net loss. Equity in net income (loss) from the equity method investment is allocated based on the Company’s economic interest. The equity method investment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value.

We recorded the Xmore AI investment of $125,000 under the equity method as per ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”).

Capitalized Software Development Costs

The Company adheres to ASC 350-40 for the capitalization of software development costs. Under these standards, costs incurred during the application development stage—including coding, testing, and the development of software functionalities—are eligible for capitalization if they relate to significant improvements that substantially enhance the software’s functionality or extend its service capacity. These costs include direct labor, third-party services, and other expenses directly attributable to the software’s development. Conversely, expenditures for minor enhancements and routine software maintenance are expensed as incurred, consistent with specific US GAAP requirements.

Amortization of capitalized software development costs begins when the software is ready for its intended use and placed in service. These costs are amortized over the software’s estimated useful life, which is assessed by considering factors such as the expected future benefits to the Company and the rate of technological change.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of December 31, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit.

F-9

As of December 31, 2024, on our annual goodwill testing date, we conducted a quantitative impairment test for our reporting unit, Rhove. This evaluation was necessitated by operational challenges that led to prompting a re-evaluation of the fair value of the reporting units compared to their carrying amounts.

The results of this impairment test indicated that the fair value of Rhove was less than its carrying amount, necessitating an impairment charge. This impairment reflects adjustments to the carrying values on our consolidated balance sheet as of December 31, 2024, and has been recognized in our financial results for the fiscal year to accurately reflect the reduced value of the reporting unit. These financial statements include all necessary adjustments, consisting of the noted impairment loss, to present fairly the financial position and results of operations of the company.

Definite-lived Intangible Assets

ASC 350 on Intangibles – Goodwill and Other; Intangible assets are definite-lived intangible assets such as technology, customer contracts and trademarks resulted from business acquisitions. The valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates. These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method and estimated useful lives. We periodically review the estimated useful lives of our definite-lived intangible assets and identify events or changes in circumstances that may indicate revised estimated useful lives.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 when control of services is transferred to the customer. On a standalone basis, reAlpha generates revenue by providing monthly support services to Turnit related to the myAlphie platform. Revenue is recognized over time as the services are performed and the customer benefits from them. reAlpha recognized rental revenue upon customer control of the asset and recorded deferred revenue for book sales until the delivery obligation was met, both in accordance with ASC 606.

AiChat, which provides an AI conversational platform, adheres to the revenue recognition standards outlined in ASC 606. The license fee for platform access and consulting services are recognized as distinct performance obligations, reflecting their ability to provide value independently within our customer contracts. For the “right to access” license fee, revenue is recognized over the duration of the subscription period, as control and benefits are provided continuously to the customer. Consulting services are recognized based on the nature of the engagement. Revenue for one-time services, such as project setups, is recognized at the point in time of delivery. For ongoing consulting services, revenue is recognized over time, reflecting the continuous benefit transferred to the customer throughout the service period. This approach ensures that revenue recognition accurately matches the ongoing provision of access and the timing of consulting services, as per the guidelines of ASC 606.

Be My Neighbor, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan closing. This moment marks the transfer of control of the loan to the borrower, capturing the completion of Be My Neighbor’s primary service—successfully securing a loan. All services, including loan origination, application processing, and credit assessment, contribute to this culminating event. Revenue is therefore recognized only when the loan closes, ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission, accurately reflecting the completion of all related performance obligations.