AIRE on Nasdaq

reAlpha Tech Corp.

ReAlpha Tech Corp. is an American real estate company that raised $428.1 million in 2026 (SEC Form D).2 It is headquartered in Dublin, United States.2 Its shares trade on Nasdaq under the symbol AIRE.2

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Last updated Oct 21, 2026.

Overview

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  • TickerAIRE on Nasdaq2
  • IndustryReal Estate2
  • HeadquartersDublin, United States2
  • Incorporated inDE3
  • Business address6515 Longshore Loop #100, Dublin, Oh 430173
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI5493000DBY9C4Z5C1X812
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o CORPORATION SERVICE COMPANY, 251 LITTLE FALLS DRIVE, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 58630472

Organic growth . Achieved through our internal R&D efforts. We are constantly working to improve the reAlpha platform, develop new and refine existing AI-based technologies, such as “Claire,” the AI-powered “Loan Officer Assistant” and “Engagement Agent,” and leverage technology to streamline the homebuying transaction process with the goal of providing our customers with the best possible experience when using our reAlpha platform.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

54.3%Gross margin6
-354.3%Operating margin6
-389.4%Net margin6
376.4%Revenue growth, 20256
-153.1%Return on equity6
-$11.3MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Homebuying Services brought in 77% of the revenue reAlpha Tech Corp. broke down this way in fiscal 2025.

  1. Homebuying Services$3.5M677%up 473% from 2024
  2. Technology Services$1.0M623%up 202% from 2024
Products and services by year
Products and services20242025
Homebuying Services$610.9K$3.5M
Technology Services$337.5K$1.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue46¢$2.1M
  • Other costs54¢$2.5M

Out of $4.5M in revenue.6 The company lost money this year.

Financial statements

Revenue76$4.5M in 2025+977% since 2023
0$2.0M$4.0M$6.0M2023: $419.4K$419.4K20232024: $948.4K$948.4K2024+126%2025: $4.5M$4.5M2025+376%
Gross profit76$2.5M in 2025+1842% since 2023
0$1.0M$2.0M$3.0M2023: $126.2K$126.2K20232024: $646.3K$646.3K2024+412%2025: $2.5M$2.5M2025+279%
Operating income76-$16.0M in 2025+224% since 2023
-$20.0M-$15.0M-$10.0M-$5.0M02023: -$4.9M-$4.9M20232024: -$6.9M-$6.9M2024+40%2025: -$16.0M-$16.0M2025+132%
Net income76-$17.6M in 2025+223% since 2023
-$30.0M-$20.0M-$10.0M02023: -$5.5M-$5.5M20232024: -$26.0M-$26.0M2024+377%2025: -$17.6M-$17.6M2025−32%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Revenues$4.5M$948.4K
Cost of revenues$2.1M$302.1K
Gross Profit$2.5M$646.3K
Wages, benefits and payroll taxes$6.5M$2.8M
Marketing and advertising$5.9M$793.0K
Professional and legal fees$3.3M$2.1M
Depreciation and amortization$543.2K$282.1K
Impairment of capitalized software$220.0K$203.0K
Other operating expense$2.0M$1.3M
Total operating expense$18.5M$7.5M
Operating Loss-$16.0M-$6.9M
Changes in fair value of contingent consideration-$604.1K
Interest expense, net$814.7K$333.8K
Change in fair value of preferred stock embedded derivative liability$456.3K
Loss on debt extinguishment$438.8K
Amortization of commitment fee$406.2K$500.0K
Other expense, net$71.4K$601
Total other expense$1.6M$834.4K
Net Loss from continuing operations before income taxes-$17.6M-$7.7M
Income tax benefit-$54.3K
Net Loss from continuing operations-$17.6M-$7.7M
Loss from operations of discontinued operations-$261.2K
Impairment of goodwill and intangible assets of discontinued operations-$18.1M
Loss on discontinued operations-$18.3M
Net Loss-$17.6M-$26.0M
Less: Net Income Attributable to Non-Controlling Interests$3.6K$679
Net Loss Attributable to Controlling Interests-$17.6M-$26.0M
Preferred stock dividends$122.9K
Net Loss Attributable to Common Stockholders-$17.7M-$26.0M
Foreign currency translation adjustments-$132.9K$5.0K
Total other comprehensive (loss) income-$132.9K$5.0K
Comprehensive Loss Attributable to Controlling Interests-$17.8M-$26.0M
Continuing operations (in Dollars per share)-$0-$0
Discontinued operations (in Dollars per share)-$0
Net Loss per share basic (in Dollars per share)-$0.23-$0.58
Continuing operations (in Dollars per share)-$0-$0
Net loss per share diluted (in Dollars per share)-$0.23-$0.58
Weighted-average outstanding shares basic (in Shares)76.3M shares44.6M shares
Weighted-average outstanding shares diluted (in Shares)76.3M shares44.6M shares

Compare reAlpha Tech Corp. with another company

Corporate structure

reAlpha Tech Corp. sits at the top of its group. 15 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of reAlpha Tech Corp.

  • Giri Devanur Filed SC 13G on reAlpha Tech Corp., latest Feb 12, 2024
  • Monaz Karkaria Filed SC 13G on reAlpha Tech Corp., latest Feb 12, 2024
  • reAlpha Tech Corp. Dublin, Ohio, United States
    • AiChat Pte. Ltd. Subsidiary · Singapore
    • Debt Does Deals, LLC Subsidiary · Texas, United States
    • Hyperfast Title, LLC Subsidiary · Florida, United States
    • Naamche, Inc. Subsidiary · Delaware, United States
    • Prevu, Inc. Subsidiary · Delaware, United States
    • reAlpha Acquisitions Churchill, LLC Subsidiary · Delaware, United States
    • reAlpha Acquisitions, LLC Subsidiary · Delaware, United States
    • reAlpha AI Labs, Inc. Subsidiary · Delaware, United States
    • reAlpha Merger Sub I, Inc. Subsidiary · Delaware, United States
    • Realpha Nepal Private Limited (f/k/a Naamche Inc. Private Limited) Subsidiary · Nepal
    • reAlpha Realty, LLC Subsidiary · Florida, United States
    • reAlpha Techcorp Private Ltd. Subsidiary · India
    • Roost Enterprises, Inc. Subsidiary · Delaware, United States
    • US Realty Brokerage Solutions, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What reAlpha Tech Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$839.1K7 Dec 31, 2024$589.6K7 Dec 31, 2023+42.3%
Property and equipment, before depreciation$172.0K6 Dec 31, 2025$196.3K6 Dec 31, 2024−12.3%
Property and equipment, net$64.6K6 Dec 31, 2025$102.6K6 Dec 31, 2024−37.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$7.8M6 Dec 31, 2025$3.1M6 Dec 31, 2024+149.2%
Stakes in other companies (equity method)$111.6K6 Dec 31, 2025$215.0K6 Dec 31, 2024−48.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$7.5M6 Dec 31, 2025$4.2M6 Dec 31, 2024+77.1%
Intangible assets, net (excluding goodwill)$4.3M6 Dec 31, 2025$3.3M6 Dec 31, 2024+31.1%
Indefinite-lived intangibles (excluding goodwill)$7.5M6 Dec 31, 2025$4.2M6 Dec 31, 2024+77.1%
Finite-lived intangibles, gross$4.8M6 Dec 31, 2025$4.0M6 Dec 31, 2024+21.0%
Accumulated amortization$515.1K6 Dec 31, 2025$700.8K6 Dec 31, 2024−26.5%
Finite-lived intangibles, net$4.3M6 Dec 31, 2025$3.3M6 Dec 31, 2024+31.1%

Properties, in its own words

Our principal office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017, with satellite corporate offices in New Jersey and Bengaluru, India. We lease approximately 250 square feet in a co-working business center in Ohio, approximately 440 square feet in a co-working business center in New Jersey and approximately 700 square feet in a co-working business center in Bengaluru, India. We also lease offices in other markets where we conduct business, in Nepal and in Singapore.

We do not own any real property and believe these locations are suitable and adequate for our levels of operations.

Item 2 of the 10-K filed Mar 12, 2026.5

Leadership

Who has led reAlpha Tech Corp., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (8)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerChristine Currie named Apr 6, 2023 to Apr 7, 202326
  • DirectorAngel Dimitrios named Apr 6, 2023 to Apr 7, 202326

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AiChat Pte. Ltd. Singapore4
  • Debt Does Deals, LLC Texas4
  • Hyperfast Title, LLC Florida4
  • Naamche, Inc. Delaware4
  • Prevu, Inc. Delaware4
  • Realpha Nepal Private Limited (f/k/a Naamche Inc. Private Limited) Nepal4
  • Roost Enterprises, Inc. Delaware4
  • US Realty Brokerage Solutions, LLC Delaware4
  • reAlpha AI Labs, Inc. Delaware4
  • reAlpha Acquisitions Churchill, LLC Delaware4
  • reAlpha Acquisitions, LLC Delaware4
  • reAlpha Merger Sub I, Inc. Delaware4
  • reAlpha Realty, LLC Florida4
  • reAlpha Techcorp Private Ltd. India4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • ReAlpha Asset Management IncMay 7, 2021 to Jan 30, 20233

Timeline

  1. Oct 7, 20268-K Regulation FD disclosure27
  2. Sep 23, 20268-K Regulation FD disclosure28
  3. Sep 11, 20268-K Executive or director change29
  4. Aug 25, 20268-K Completed an acquisition or sale; New debt or obligation; Unregistered sale of shares30
  5. Aug 21, 20268-K Entered a material agreement; Other events31
  6. Aug 14, 20268-K Results of operations32
  7. Aug 6, 20268-K Unregistered sale of shares33
  8. May 14, 20268-K Other events34
  9. May 6, 20268-K Exit or restructuring costs; Regulation FD disclosure35
  10. Apr 28, 20268-K Results of operations; Executive or director change36
  11. Apr 28, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure37
  12. Mar 20, 20268-K Executive or director change38
  13. Aug 1, 2025New chief executive Michael J. Logozzo becomes CEO10
  14. Oct 20, 2023New chief executive Giri Devanur becomes CEO11
  15. Apr 22, 2021Founded reAlpha Tech Corp. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/202639

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results32
  2. Apr 28, 2026Reported quarterly or annual results36
  3. Mar 12, 2026Reported quarterly or annual results40
  4. Feb 11, 2026Reported quarterly or annual results41
  5. Nov 12, 2025Reported quarterly or annual results42
  6. Aug 14, 2025Reported quarterly or annual results43
  7. May 16, 2025Reported quarterly or annual results44
  8. Apr 2, 2025Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

347 filings to the SEC since October 2021: 4 annual reports, 10 quarterly reports, 97 major events, 53 insider forms, 2 large holders, 6 private raises, 175 other. The latest 20:

  1. Oct 7, 20268-K CURRENT REPORT EDGAR
  2. Sep 25, 2026ARS EDGAR
  3. Sep 25, 2026DEFA14A PROXY STATEMENT EDGAR
  4. Sep 25, 2026DEF 14A PROXY STATEMENT EDGAR
  5. Sep 23, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
  6. Sep 15, 2026PRE 14A PROXY STATEMENT EDGAR
  7. Sep 11, 20268-K CURRENT REPORT EDGAR
  8. Sep 1, 2026D EDGAR
  9. Aug 25, 20268-K CURRENT REPORT EDGAR
  10. Aug 21, 20268-K CURRENT REPORT EDGAR
  11. Aug 14, 20268-K CURRENT REPORT EDGAR
  12. Aug 14, 202610-Q QUARTERLY REPORT EDGAR
  13. Aug 13, 20264 EDGAR
  14. Aug 13, 20264 EDGAR
  15. Aug 6, 20268-K CURRENT REPORT EDGAR
  16. Aug 3, 20264 EDGAR
  17. Aug 3, 20264 EDGAR
  18. Aug 3, 20264 EDGAR
  19. Aug 3, 20264 EDGAR
  20. Aug 3, 20264 EDGAR

The 347 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

2 open-market trades by officers, directors and large owners since October 2021: 0 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 11, 2026Logozzo Michael J.CEO and DirectorSale1,639$1.50$2.5KForm 4
Aug 11, 2026Devanur GiriExecutive ChairmanSale1,999$1.54$3.1KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 19, 2026Raised $1.5 million in a private offering of equity Form D: $6.5 million offered in all Form D
  2. Nov 21, 2025Raised $1.4 million in a private offering of equity Form D: $3.9 million offered in all Form D
  3. Jul 22, 2025Raised $5.3 million in a private offering of equity Form D: 7 investors so far Form D
  4. Apr 6, 2025Raised $6.3 million in a private offering of equity Form D: 5 investors so far Form D
  5. Mar 24, 2023Raised $13.1 million in a private offering of equity Form D: 17 investors so far Form D
  6. Mar 21, 2023Raised $400.5 million in a private offering of equity Form D: 30 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC54,191$104.6K0.0%New
Jane Street Group, LLC43,201$83.4K0.0%New
Geode Capital Management, LLC42,289$81.7K0.0%New
BlackRock, Inc.40,658$78.5K0.0%New
XTX Topco Ltd30,239$58.4K0.0%New
Vanguard Fiduciary Trust Co22,786$44.0K0.0%New
Citadel Advisors LLC22,210$42.9K0.0%New
UBS Group AG7,236$14.0K0.0%New
Tower Research Capital LLC (TRC)1,531$3.0K0.0%New
Northwestern Mutual Wealth Management Co200$3860.0%New
Pinnacle Wealth Planning Services, Inc.200$3860.0%New
Morgan Stanley94$1810.0%New
Barclays PLC34$660.0%New
Arax Advisory Partners14$280.0%New
Osaic Holdings, Inc.10$190.0%New
Larson Financial Group LLC10$190.0%New
Colonial Trust Advisors4$80.0%−107
Caitong International Asset Management Co., Ltd2$40.0%New
Main Street Group, LTD2$40.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How reAlpha Tech Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARreAlpha Tech Corp.1
  • CIK0001859199
  • Employer ID (EIN)86-34255075
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address6515 Longshore Loop #100, Dublin, OH 430171
  • Phone61463371551
  • Shares outstanding5,884,275 as of Aug 12, 20269
  • Public float$5.5M as of Jun 30, 20255
  • AuditorGBQ Partners LLC, Columbus, Ohio PCAOB ID 1808; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 7, 20211
  • Filings366 in all: 8-K (95), 424B3 (40), 4 (36), CORRESP (28), UPLOAD (23), 3 (13), 1-U (12), 10-Q (9)1
    All 45 form types

    EFFECT (9), 253G2 (8), 424B5 (8), D (6), S-11/A (6), 1-A POS (5), 1-A/A (5), 424B4 (5), 4/A (4), S-1/A (4), ARS (3), DEF 14A (3), DEFA14A (3), DRS (3), S-1 (3), S-11 (3), S-3 (3), 1-K (2), 1-SA (2), 10-K (2), 8-K/A (2), NT 10-Q (2), PRE 14A (2), QUALIF (2), S-8 (2), SC 13G (2), 1-A (1), 1-K/A (1), 10-K/A (1), 10-KT (1), 10-Q/A (1), 8-A12B (1), CERT (1), DEF 14C (1), NT 10-K (1), PRE 14C (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Sep 25, 2026
    Latest 8-K (8-K) Oct 7, 2026

Securities registered for trading

ClassSymbolExchange
Common StockAIRENasdaq

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks reAlpha Tech Corp. names in Item 1A of its 10-K filed Mar 12, 2026: 58 risks under these headings, as written.5

  • We are subject to various risks that may materially harm our business, prospects, financial condition and results of operations. An investment in our common stock is speculative and involves a high degree of risk. In evaluating an investment in shares of our common stock, you should carefully consider the risks described below, together with the other information included in this report.
  • Risks Related to Our Business and Operations
  • Risks Related to Our Technologies and Industry
  • Risks Related to Our Securities
  • Risks Related to Our Cryptocurrency Investment Policy and Treasury Strategy
  • We have a limited operating history, which may adversely affect us.
  • We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.
  • If we are unable to successfully identify, consummate or integrate acquisitions into our operations, our business, results of operations, and financial condition could be adversely affected.
  • We may be unable to obtain financing through the debt and equity capital markets on terms favorable to us or at all, which would have a material adverse effect on our growth strategy, our financial condition and our results of operations.
  • We are subject to federal, state and local laws and regulations and rules issued by the CFPB that monitor the loan origination and servicing sectors, which may increase our regulatory compliance burden and associated costs.
  • If we fail to comply with the rules, compliance requirements and data license agreements of MLSs, we may be unable to obtain and provide comprehensive and accurate real estate listing data, which could materially and adversely affect our business.
  • We have integrated, and intend to continue to integrate, AI in our operations and services which may result in operational challenges, compliance challenges, reputational concerns, privacy risks and competitive risks, which could have material adverse effects on our financial condition, results of operations, or reputation.
The other 50 risks
  • We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and any actual or perceived failure to comply with these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable publicity.
  • We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect us and the value of our common stock.
  • Security breaches and other disruptions could compromise our information systems and expose us to liability, which would cause our business and reputation to suffer.
  • Our financial results are highly dependent on broader macroeconomic and U.S. residential real estate market conditions, which are seasonal and cyclical in nature.
  • Our use of “open-source” software could adversely affect our ability to offer our platform and services and subject us to costly litigation and other disputes.
  • We rely upon Amazon Web Services to operate certain aspects of our service and any disruption of or interference with our use of the Amazon Web Services operation or any other cloud services provider would impact our operations and our business would be adversely impacted.
  • We rely on our international offices to provide back office support functions, and if we are unable to manage the challenges associated with our international operations, our ability to operate our business may be adversely affected.
  • If internet search engines’ methodologies or other channels that we utilize to direct traffic to our website are modified, or our search result page rankings decline for other reasons, our user growth could decline.
  • We are, from time to time, involved in, and have been or may be subject to, claims, suits, government investigations, enforcement actions, and other proceedings that may result in outcomes adverse to us, including reputational harm.
  • We are subject to domestic and international governmental export and import controls that may impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws or if we do not secure or maintain the required export authorizations.
  • In the future, we may have operations in countries known to experience high levels of corruption and any violation of anti-corruption laws could subject us to penalties and other adverse consequences.
  • The third parties we may engage with are subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, or otherwise harm our third-party service providers and, as a result, our business.
  • If we fail to accurately report and present non-U.S. GAAP financial measures, together with our financial results determined in accordance with U.S. GAAP, investors may lose confidence and our stock price could decline. Additionally, stockholders may consider U.S. GAAP measures to be more relevant to our operating performance than the non-U.S. GAAP financial measures we present.
  • The inability to protect our intellectual property rights could harm our reputation, damage our business or interfere with our competitive position.
  • We may in the future be subject to claims that we or others violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations, and financial condition.
  • Our financial condition raises substantial doubt as to our ability to continue as a going concern.
  • Our ongoing disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’ exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business operations.
  • If we incur penalties pursuant to the Registration Rights Agreement with GEM, our business, results of operations and financial condition may be adversely affected.
  • Loss of our current executive officers and other key employees, including from our subsidiaries, could significantly harm our business.
  • Our dependence upon our business partners and their key business partners whose continued service is not guaranteed.
  • We are permanently barred from raising capital in Massachusetts pursuant to a Consent Order.
  • We expect our business model and pricing models to continue to evolve.
  • If we are unable to hire qualified persons, or unable to retain, motivate and develop our employees, our revenue could be adversely affected.
  • If the conditions to the Proposed Merger are not satisfied or waived prior to the Outside Date, the Proposed Merger may be delayed or may not occur.
  • Failure to complete, or delays in completing, the Proposed Merger could materially and adversely affect our results of operations, business, financial results and/or common stock price.
  • To the extent we consummate the Proposed Merger, we may not be able to successfully integrate the business and operations of InstaMortgage or other entities that we have acquired or may acquire in the future into our ongoing business operations, which may result in our inability to fully realize the intended benefits of this proposed transaction, or may disrupt our current operations, which could have a material adverse effect on our business, financial position and/or results of operations.
  • Our business depends significantly on the health of the U.S. residential real estate industry and changes in general economic conditions.
  • The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.
  • The reAlpha platform and our services are currently limited to certain geographic markets and if we are unable to successfully expand the reAlpha platform and our services to new markets, our growth prospects, results of operations and financial condition may be adversely affected.
  • Our technologies that are currently being developed may not yield expected results or be delivered on time.
  • The implementation of AI into our technologies may prove to be more difficult than anticipated and may adversely affect our business.
  • The use of new and evolving technologies, such as AI, in our operations may require us to expend material resources for compliance and may present risks and challenges that can impact our business including by posing security and other risks to our confidential information, proprietary information and personal information, any of which may result in reputational harm and liability, or otherwise adversely affect our business.
  • Our success is based on our ability to commercialize and continuously improve our technologies and the reAlpha platform and any inability to achieve these outcomes would adversely impact our business.
  • If we are unable to deliver a rewarding experience on mobile devices, whether through our mobile website or iOS application, we may be unable to attract and retain customers.
  • We may be unable to attract homebuyers to the reAlpha platform in a cost-effective manner.
  • If we are unable to adapt to changes in technology and the evolving demands of our customers, our business, results of operations, and financial condition could be materially adversely affected.
  • The market price and trading volume of our common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.
  • We have experienced, and expect to continue to experience, significant dilution of our common stock, which may adversely affect the market price of our common stock and make it more difficult to raise capital in the future.
  • If we fail to regain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.
  • We may not be able to maintain brand recognition and potential investors’ awareness of or familiarity with our business, which may impact our common stock price and liquidity.
  • We can issue and have issued shares of preferred stock, which may adversely affect the rights of holders of our common stock.
  • We do not expect to pay dividends to our common stock holders for the foreseeable future.
  • We are subject to additional regulatory burdens resulting from being listed on Nasdaq.
  • Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Our Board may change significant corporate policies without stockholder approval.
  • The rights of our stockholders to take action against our directors and officers are limited.
  • We are an emerging growth company and a smaller reporting company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make the common stock less attractive to investors.
  • Our cryptocurrency investment policy exposes us to various risks associated with cryptocurrencies.
  • We may acquire cryptocurrencies on an ongoing basis, which may subject us to exchange risk and additional tax, legal, and regulatory requirements.
  • Regulatory change reclassifying cryptocurrencies as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, and could adversely affect the market price of cryptocurrencies and the market price of our common stock.

Legal proceedings

India Proceeding Involving Giri Devanur

In 2006, Mr. Devanur became the CEO of an India-based company named Gandhi City Research Park, Private Limited (“Gandhi City Research Park”). Gandhi City Research Park was liquidated as a result of the Lehman Brothers collapse in 2009. In 2010, an investor in Gandhi City Research Park filed a fraud complaint with the Cubbon Park Police Station in Bengaluru, India, against, among others, Mr. Devanur. In 2014, the Cubbon Park Police dismissed all claims. Subsequently, in 2015 the investor appealed the Cubbon Park Police’s decision before the Lower Court. In November 2018, the Lower Court issued a criminal summons against, among others, Mr. Devanur. Mr. Devanur petitioned the High Court to quash the summons. By order dated March 27, 2023, the High Court granted Mr. Devanur’s petition and ordered the Lower Court to reconsider the investor’s appeal. On August 3, 2023, the Lower Court decided to uphold the Cubbon Park Police’s decision and close the criminal case against Mr. Devanur. On December 4, 2023, Mr. Devanur received a petition to challenge the Lower Court’s order to uphold the Cubbon Park Police’s decision and close Mr. Devanur’s criminal case. Mr. Devanur is vigorously contesting this petition.

Malpractice Lawsuit

The opening of Item 3, Legal Proceedings.5

Sources

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