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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): February 18, 2025
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.
On
February 18, 2025, reAlpha Tech Corp. (the “Company”) made available a corporate presentation on its website at ir.realpha.com
containing information related to the Company’s strategic focus, business developments, and recent trends. Representatives
of the Company intend to present some of or all of this presentation to investors at various conferences and meetings beginning
on the date hereof. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K. These materials should
be read together with the information included in the Company’s other filings with the Securities and Exchange Commission, including,
but not limited to, the Company’s Transition Report on Form 10-KT for the eight-months ended December 31, 2023 and Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024.
The
information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K 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. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
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: February 18, 2025 |
reAlpha Tech Corp. |
|
|
|
|
By: |
/s/ Giri
Devanur |
|
|
Giri Devanur |
|
|
Chief Executive Officer |
2
Exhibit
99.1
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LISTED
NASDAQ AIRE Corporate Presentation No Fees. Just Keys. TM February 2025
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Disclaimers
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 ; reAlpha’s ability to successfully enter new geographic markets ; reAlpha’s ability
to obtain the necessary regulatory and legal approvals to expand into additional U . S . states and maintain, or obtain, brokerage licenses
in such states ; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U .
S . states brokerage licenses ; reAlpha’s ability to scale its operational capabilities to expand into additional geographic markets
; the potential loss of key employees of its acquired companies including, but not limited to, the broker providing services on behalf
of US Realty, one of reAlpha's subsidiaries ; 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 . Nasdaq: AIRE / 2
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Our
Vision: Be the global leader in real estate technology. Our Mission: Accelerate the real estate industry’s transition to the digital
era. Nasdaq: AIRE / 3
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In
2023, consumers spent $100 billion on realtor commissions in the U.S. This landscape was recently disrupted by the National Association
of Realtors settlement. [4.1] reAlpha is a vertically integrated, AI - powered real estate platform that enables commission - free home
buying. To accelerate growth, reAlpha is acquiring strategic real estate technology and service companies to create an end - to - end
homebuying experience. Corporate Summary “If someone's going to buy a house, I would recommend to do it with [reAlpha].”
- Amy [4.2] Nasdaq: AIRE / 4
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Black
Swan Event $100 Billion Industry Disruptio n [5.1] Nasdaq: AIRE / 5 NAR settlement, effective August 17, 2024, marked the beginning of
a significant shift in the real estate industry. [5.1] 6% commission standard removed; all commissions are now negotiable. [5.2] Buyer
agents need separate agreements; fees no longer shown on MLS. [5.3] Traditional real estate firms that depended on fixed commission models
are ripe for disruption.
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Tech
Disruption in Commission - Based Industries New Revenue Model: Order routing, data subscriptions, and bid/ask spreads Securities Trading
Travel Advertising New Revenue Model: Merchant model, bundling trips, and trip insurance New Revenue Model: Algorithmic based personalized
advertising $47.15B Market Capitalization $25.31B Market Capitalization $2.28T Market Capitalization Nasdaq: AIRE / 6 ...Why not real
estate? *Market capitalizations are in USD and reflect values as of February 11, 2025. All product names, logos, and brands are property
of their respective owners.
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Keep
the commission to boost purchasing power by covering closing costs and/or lowering interest rate. AI agent on standby 24/7 to answer
general questions, educate buyers, and ensure smooth transactions. Supported by in - house licensed agents on no - obligation and no
fee basis. Integrates with mortgage broker for lower costs, better interest rates, and quick closings. reAlpha, Our Commission - Free
Homebuying Platform With reAlpha, we are increasing the purchasing power of the homebuyer. Powered by Claire , our AI buy - side agent,
reAlpha is creating the next generation of homebuying. Nasdaq: AIRE / 7
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Get
a Mortgage Make an Offer Get Accepted Understand your Budget Find your Dream Home Get Title Services Get Clearance to Close Our AI -
Powered Real Estate Super App TM Nasdaq: AIRE / 8 End - to - end homebuying solution by reAlpha [8.1] Illustration of reAlpha's intended
homebuying journey, including features still in development.
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We
generate revenue from closing costs and services beyond the transaction. [9.1] 01 Mortgage Brokering Helping homebuyers find a mortgage
that fits their unique situation Current Offering 03 Home Insurance Services Protecting homes in case of damage or accidental events
Future Offering Current Offering 02 Title Services Verifying title/ownership history and insurance to cover future claims or liens Revenue
Model Nasdaq: AIRE / 9
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Scalable
Growth Model We have significantly expanded our footprint with Be My Neighbor and HyperFast acquisitions . Mortgage brokerage Title and
Closing services U.S. Housing Market (in Numbers) $100B Total Commissions Paid (2023) [10.1] Nasdaq: AIRE / 10 All the data sourced for
U.S. Housing Market are from Redfin , January 2024 to December 2024 3.55M Total Home Transactions Volume $1.48T Total Home Transactions
Value
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VA
76% Conventional 13% FHA 9% Other 2% $566M+ Total Loan Volume 1,760 Total Loans Closed $321K Average Loan Size 4.9/5 Google Reviews Our
mortgage division has empowered hundreds of families by providing access to tailored loan solutions. Loan Types Data reflects activity
from 2018 to September 2024, sourced internally from Be My Neighbor's operational records. reAlpha completed the acquisition of Be My
Neighbor in September 2024. Making Mortgage Easy Nasdaq: AIRE / 11
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For
our acquired companies, we add AI and offshore capabilities to align and accelerate the growth. Accretive Acquisitions Acquire AI Align
Accelerate ENTRY 3 Months 6 Months 12 Months Phase 1 Phase 2 Phase 3 Nasdaq: AIRE / 12 The timeline described is indicative and may vary
based on factors such as operational challenges, market conditions, and economic circumstances.
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Mortgage
brokerage services in 27 states AI - powered chatbot in 270+ languages Title insurance and settlement services in 3 states In - house,
offshore (Nepal - based), AI product studio Planned Acqusitions Completed Acquisitions Showings Insurance Services Back Office Services
Nasdaq: AIRE / 13
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Giri
Devanur CEO Entrepreneur with Nasdaq IPO experience EY Entrepreneur of the Year (2017) Masters at Columbia University Nasdaq: AIRE /
14 Piyush Phadke CFO Experienced Investment Banker at Bank of America and Jefferies LLC Former Managing Director in Investment Banking
at BTIG, LLC Managed and executed over $40B of transactions throughout his career Leadership Team Mike Logozzo President & COO Managing
Director at L Marks Former GM at BMW Financial Services - $32B portfolio, 1.2M Customers Former EY Consultant Jorge Aldecoa CPO Former
VP Operations for Transcendent Electra Led $1B portfolio at Invitation Homes Former CIO for Firm Capital American Realty Partners
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Christopher
Griffith CEO Isabel Williams COO Nathan Knottingham COS Kester Poh CEO Dave Chuang CPO Valerie Cheng SVP - Sales/Marketing David Breschi
CEO and President Kristen Britton COO *All product names, logos, and brands are property of their respective owners. Ramesh Pathak CEO
Saramsha Dotel CTO Barun Pandey CMO Subsidiary Leadership Teams Nasdaq: AIRE / 15
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Brian
Cole Compensation Committee Chairman Managing Director, Baird Investment Bank Former Manager, PWC MBA, Kelly School of Business Giri
Devanur CEO and Chairman Entrepreneur with Nasdaq IPO experience EY Entrepreneur of the Year (2017) Masters at Columbia University Balaji
Swaminathan 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 Dimitrios Angelis 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 Monaz Karkaria Director Seasoned real estate executive Real Estate Coach & Mentor Buy Rehab Rent Refinance
(BRRRR) strategist Board of Directors Nasdaq: AIRE / 16
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Developed
a commission - free AI agent to guide homebuyers through the entire process of buying a home. Monetizing ancillary services (i.e. mortgage,
title, and insurance) tapping the $1.49 trillion U.S. residential real estate market. Vertical programmatic acquisition - led growth:
5 strategic acquisitions and 2 investments completed so far . Seasoned management team with proven technology, finance, and real estate
expertise. [17.1] Company Highlights Nasdaq: AIRE / 17
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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
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Endnotes
Notes to Page 4 – Corporate Summary [ 4 . 1 ] Yahoo Finance . “Americans pay $ 100 billion in real estate commissions every
year, but lawsuits may upend the business model . ” Yahoo Finance, [URL : https : //finance . yahoo . com/news/americans - pay
- 100 - billion - real - 163404746 . html ] [4.2] The testimonial featured on this slide is from an actual reAlpha customer. reAlpha.
“How a Veteran Family Found Their Perfect Home When VA Financing Wasn't an Option” reAlpha, [URL: https://www.realpha.com/blog/how
- a - veteran - family - found - their - perfect - home - when - va - financing - wasnt - an - option ] Notes to Page 5 – Black
Swan Event - $100 Billion Annual Disruption [5.1] National Association of Realtors. “National Association of Realtors® Provides
Final Reminder of NAR Practice Change Implementation on August 17, 2024.” National Association of Realtors, [URL: https://www.nar.realtor/newsroom/national
- association - of - realtors - provides - final - reminder - of - august - 17 - nar - practice - change - implementation ] [ 5 . 2 ]
New York Times . “Judge Approves $ 418 Million Settlement That Will Change Real Estate Commissions . ” New York Times, [URL
: https : //www . nytimes . com/ 2024 / 04 / 23 /realestate/nar - settlement - realtors - commission . html ] [ 5 . 3 ] CNN . “The
6 % commission on buying or selling a home is gone after Realtors association agrees to seismic settlement . ” CNN, [URL : https
: //edition . cnn . com/ 2024 / 03 / 15 /economy /nar - realtor - commissions - settlement/index . html ] Notes to Page 8 – Our
AI - Powered Real Estate Super App TM [8.1] Illustration of reAlpha's intended homebuying journey, including features still in development.
Notes to Page 9 – Revenue Model [ 9 . 1 ] 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 . [ 9 . 2 ] While we have acquired title
service and mortgage brokerage 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
. Notes to Page 10 – Scalable Growth Model [ 10 . 1 ] Refer to Notes to Page 4 . [ 10 . 2 ] While HyperFast Title currently operates
in 3 states, Madison Settlement Services, an 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 guaranteed market activity
in all 33 states . Notes to Page 17 – Company Highlights [17.1] Statistia. “Residential Real Estate Transactions - United
States .” Statistia, [URL: https://www.statista.com/outlook/fmo/real - estate/residential - real - estate/residential - real -
estate - transactions/united - states ] Nasdaq: AIRE / 19
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