What changed in this filing

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Item 5. Other Information

2024-04-19 compared with 2023-12-18 · 33 added, 79 removed, 8 unchanged (93% of the section changed)

Other Information

Disclosure Pursuant

to Item 2.02 of Current Report on Form 8-K – Results of Operations and Financial Condition.

December 15, 2023, we issued a press release regarding its financial results for the quarter ended October 31, 2023.

A copy of the press

release is furnished as Exhibit 99.1 to this report.

are making reference to non-GAAP financial information in the press release.

A reconciliation of GAAP to non-GAAP results is provided

in the attached Exhibit 99.1 press release.

information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section

18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into

any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference

in such a filing.

Pursuant to Item 5.03 of Current Report on Form 8-K – Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

December 12, 2023, our board of directors approved a change to the Company’s fiscal year end from April 30 to December 31, effective

as of December 31, 2023.

Accordingly, the new fiscal year will begin on January 1st and end on December 31st.

To effectuate the change,

we will use an eight-month transition period from May 1, 2023, to December 31, 2023, and we intend to file a transition report on Form

10-K with the SEC covering the eight-month transition period.

release attached to this report as Exhibit 99.1 also includes the announcement regarding the change of fiscal year from April 30 to December

Pursuant to Item 8.01 of Current Report on Form 8-K – Other Events.

Letter of Intent

On December 13, 2023, we

entered into a letter of intent (the “LOI”) to acquire United Software Group, and certain subsidiaries and affiliates

(collectively, “USG”) an Ohio-based privately-held, multi-industry information technology consulting company (the

“Acquisition”), pursuant to which, we intend to purchase USG for an aggregate purchase price of up to $40,000,000,

payable as follows:

(i) $11,700,000 in cash at closing;

(ii) $16,700,000 in shares of our common stock, at an initial value of $10

per share, subject to adjustments based on the common stock’s performance 18 months after closing;

and (iii) an additional

$11,600,000 in cash, subject to performance based earn-out measures set forth in the LOI.

The LOI imposes a 60-day exclusivity

period wherein USG is not permitted to entertain, consider, solicit or accept any offers from any third party with respect to the sale

of USG and its business (the “Exclusivity Period”).

The LOI also provides for a termination fee in the amount of $150,000,

which is payable by us in the event that we breach our due diligence obligations under the LOI, and payable by USG if it breaches the

Exclusivity Period provision (the “Termination Fee”).

The Termination Fee will also be payable if the Acquisition does not

close for reasons yet to be determined, which will be included in the definitive agreement once finalized.

Other than the exclusivity

period and the Termination Fee, the LOI is non-binding and contains customary confidentiality provisions for this type of LOI.

Each party is expected to

be responsible for its own expenses related to the negotiation and preparation of the definitive agreements and any ancillary documents,

together with the completion and closure of the Acquisition.

Closing of the Acquisition

will be subject to customary closing conditions and potential stockholder approval to the extent required by the Nasdaq Listing Rules.

As an additional condition to closing, we will have to enter into employment agreements with Anju Vallabhaneni and Aruna Vallabhaneni,

the Chief Executive Officer and President of USG.

There can be no assurance we will enter into a definitive agreement or closing conditions

will be satisfied.

Therefore, there can be no assurance the Acquisition will be completed.

The foregoing summary of

the material terms of the non-binding LOI is not complete and is qualified in its entirety by reference to the text thereof, as applicable,

a copy of which is filed herewith as Exhibit 99.2 and the terms of which are incorporated herein by reference to this report.

Second Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Form S-11 filed with the U.S.

Securities and Exchange Commission on August 8, 2023).

Second Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 to the Form S-11 filed with the U.S.

Securities and Exchange Commission on August 8, 2023).

Ohio Division of Securities Cease & Desist Order with Consent Agreement ( incorporated by reference from Exhibit 6.10 to the Form 1-U filed with the U.S.

Securities and Exchange Commission on August 31, 2023).

of the Company’s directors or officers adopted , modified or terminated a Rule 10b-5 trading arrangement or a non-Rule 10b-5

trading arrangement during the fiscal quarter ended March 31, 2024, as such terms are defined under Item 408(a) of Regulation

Exhibit Number

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).

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

Michael Frenz’s Offer Letter dated February 1, 2024 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on February 1, 2024).

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).

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).

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).

Amended and Restated Stock Purchase Agreement, dated as of February 2, 2024, among reAlpha Tech Corp., Naamche, Inc.

Ltd., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC February 8, 2024).

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

1 unchanged sentence

Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.

Press Release, dated December 15, 2023.

Letter of Intent, dated December 13, 2023.

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase Document*

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

+ The schedules and exhibits to this agreement have been omitted

pursuant to Item 601(a)(5) of Regulation S-K.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Filed herewith

Previously filed.

Furnished herewith

The schedules and exhibits 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.

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, thereunto duly authorized.

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,

thereunto duly authorized.

REALPHA TECH CORP.

December 18, 2023

April 19, 2024

/s/ Giri Devanur

Chief Executive Officer

(Principal Executive Officer)

December 18, 2023

Financial Officer

Financial and Accounting Officer)

April 19, 2024

/s/ Michael Frenz

Michael Frenz

Chief Financial Officer

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information