DEFA14A 1 ea0305215-02.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

SCHEDULE 14A

__________________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

reAlpha Tech Corp.
(Name of Registrant as Specified in Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held virtually on November 5, 2026 at 9:00 a.m. Eastern Time. This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice, Proxy Statement, and Annual Report are available at https://web.viewproxy.com/AIRE/2026 If you want to receive a paper or email copy of these documents, you must request one by following the instructions below on or before October 23, 2026 to facilitate timely delivery. There is no charge to you for requesting a copy. Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your proxy materials and voting online, and instructions for requesting paper or e-mail copies of your proxy materials are outlined in this Notice. Mr AB Sample Sample Street Sample Town Sampleshire, XXX XXX You must use the 11-digit Virtual Control Number located in the box to attend the Annual Meeting virtually, to vote via Internet, or to request proxy materials. CONTROL NUMBER STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. To the Stockholders of reAlpha Tech Corp.: The 2026 Annual Meeting of Stockholders of reAlpha Tech Corp. will be held virtually on November 5, 2026 at 9:00 a.m. Eastern Time. As a Registered Holder, you may vote your shares at the Annual Meeting of Stockholders by first registering at https://web.viewproxy.com/AIRE/2026 and then using your Virtual Control Number below. Your registration must be received by 11:59 p.m. Eastern Time on November 4, 2026. On the day of the Annual Meeting of Stockholders, if you have properly registered, you will log in using the password you received via email in your registration confirmation and follow the instructions to vote your shares. Please have your Virtual Control Number with you during the meeting in order to vote. The Board recommends a vote “FOR ALL” nominees listed in Proposal 1 and “FOR” each Proposal. The election of five members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified (“Proposal 1”). (1) Giri Devanur (2) Michael J. Logozzo (3) Dimitrios Angelis (4) Prabhu Antony (5) Balaji Swaminathan The ratification of the appointment of GBQ Partners, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”). An amendment to our second amended and restated certificate of incorporation, as amended, in the form attached to the proxy statement as Annex A, to, at the discretion of our board of directors, effect a reverse stock split of our issued and outstanding shares of common stock at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a ratio ranging from one-for-two (1:2) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of the board of directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal” or “Proposal 3”). For purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock in excess of 9.99% of our issued and outstanding common stock immediately prior to the execution of the Prevu Merger Agreement in connection with the Prevu Merger (the “Prevu Nasdaq 20% Issuance Proposal” or “Proposal 4”). For purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock in excess of 19.99% of our issued and outstanding common stock immediately prior to the execution of the A&R Merger Agreement in connection with the InstaMortgage Merger (the “InstaMortgage Nasdaq 20% Issuance Proposal” or “Proposal 5,” and together with the Prevu Nasdaq 20% Issuance Proposal, the “Nasdaq 20% Issuance Proposals”). The proposal to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposals or in the absence of a quorum (the “Adjournment Proposal” or “Proposal 6”). NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet. Material for this Annual Meeting and future meetings may be requested by one of the following methods: Internet: Go to https://web.viewproxy.com/AIRE/2026 Have the 11-digit Virtual Control Number available when you access the website and follow the instructions. Telephone: Call 1-877-777-2857 Toll Free E-Mail: By e-mail at: requests@viewproxy.com * If requesting material by e-mail, please send a blank e-mail with the company name and your 11-digit Virtual Control Number in the subject line. No other requests, instructions, or other inquiries should be included within this email request. CONTROL NUMBER VOTING METHODS Via Internet prior to the Annual Meeting: Go to https://web.viewproxy.com/AIRE/2026 Have your 11-digit Virtual Control Number available and follow the prompts. Your electronic vote prior to the Annual Meeting authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned a proxy card. Via Telephone: Call 1-866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Via Mail: Request a paper copy of the materials which includes a proxy card. Follow the instructions on the proxy card for voting by mail.