What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-14 compared with 2024-04-19 · 600 added, 406 removed, 62 unchanged (94% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited

condensed consolidated financial statements and related notes included elsewhere in this report, as well as our audited financial statements

and related notes included in our most recent Transition Report on Form 10-KT.

In addition to historical information, this discussion

and analysis here and throughout this report contains forward-looking statements that involve risks, uncertainties and assumptions.

actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including

but not limited to, the risks described in the section titled “Risk Factors” in our Transition Report on Form 10-KT for the

eight months ended December 31, 2023.

and related notes included in our most recent Transition Report on Form 10-KT for the eight months ended December 31, 2023 (the “Form

In addition to historical information, this discussion and analysis here and throughout this report contains forward-looking

statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those anticipated in these

forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk

Factors” in our Form 10-KT.

Business Overview

our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate,

converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties,

allowing such investors to receive distributions based on the property’s performance as a short-term rental.

to current macroeconomic conditions, such as escalating interest rates, inflation, and elevated property prices, our real estate acquisition

are a real estate technology company developing an end-to-end commission-free homebuying platform, which we have named Claire.

the power of AI and an acquisition-led growth strategy, our goal is to offer a more affordable, streamlined experience for those on the

journey to homeownership.

Claire integrates AI-driven tools to offer tailored property recommendations, an intuitive visual interface,

and included digital title and escrow services.

TM ” reflects our dedication to

eliminating traditional barriers and making homebuying more accessible and transparent.

was announced on April 24, 2024, and it assists homebuyers with tasks such as mortgage pre-approval, booking tours, sending offer letters

and completing property acquisitions.

Claire also provides market insights, detailed property data, and uses large language models to

answer queries and facilitate the homebuying process via a user-friendly, 24/7 web platform.

Claire’s capabilities are complemented

and supported by reAlpha Realty, LLC, our in-house brokerage firm, on a no-obligation and commission free basis.

Although Claire is currently

only available for homebuyers in 20 counties in Florida, we intend to expand its capabilities nationwide by the end of 2026 depending

on numerous factors, including, among other things, our ability to scale the platform, obtain additional data and successfully market

the platform.

shifting our focus towards the development of our AI technologies, our operational model was asset-heavy and built on utilizing our proprietary

AI powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors

to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the property’s

performance as a short-term rental.

to current macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, our real estate acquisition

operations have been halted.

Instead, our current focus will be directed towards the continuous enhancement and refinement of our AI technologies

for commercial use to generate technology-derived revenue.

For instance, in November 2023 we announced the commercial launch of GENA,

an AI-powered technology that develops or enhances already existing personalized listing descriptions for residential properties to be

listed in real estate online platforms, such as Airbnb, Inc.’s (Airbnb), Zillow and others.

Since then, GENA’s subscription

has been under limited availability to a select group of real estate professionals to ensure the platform’s scalability to a larger

number of users.

Although we have not yet generated revenue through GENA since its launch, we intend to continue commercializing our technologies

to further add technology-derived revenue streams.

Instead, our current focus will be directed towards the continuous enhancement and refinement of Claire and

our AI technologies for commercial use to generate technology-derived revenue.

Further, as part of our growth strategy, we intend to continue

identifying target companies that may be complementary to our business, and we intend to generate revenue from integrating such acquisitions

that we may complete from time to time into our business.

For instance, in May 2024, we announced the completion of the acquisition of

Naamche (as defined below), and in July 2024, we announced the acquisition of AiChat (as defined below), both of which added additional

sources of potential technology services revenue.

Going forward, we expect to complete additional strategic acquisitions that we believe

will add additional sources of potential revenue and services to homebuyers using Claire, including, but not limited to, mortgage brokerages,

home insurance, title companies, AI product companies, and real estate brokerages.

may resume the complementary asset-heavy model from our rental business segment if the prevailing interest rates and other macroeconomic

1 unchanged sentence

In the meantime, our growth strategy will encompass both organic and inorganic

methods through commercialization of our AI technologies that are in varying stages of development and acquisitions of complementary businesses

and technologies.

In particular, we intend to acquire companies that we believe will complement our business model and accelerate our

proposition to expand our technology offerings to customers by offering IT services, staffing and accounting services and others.

Our reportable segments consist

of (i) platform services and (ii) rental business.

Our platform services segment offers and develops AI-based products and services to

customers in the real estate industry.

We are actively developing four operating technologies that are in varying stages of development:

reAlpha BRAIN, reAlpha HUMINT, GENA, AIRE and reAlpha App.

Our rental business segment, to the extent we resume operations, focuses on

purchasing properties for syndication, which process is powered by our platform services technologies.

Platform Services

We seek to differentiate ourselves

from competitors primarily through the integration of AI into our technologies for the real estate industry.

We expect that our platform

services segment will benefit from the current exponential growth of the AI industry, and we believe that we are well-positioned to take

advantage of these current trends due to our early adoption of AI for the development of our technologies.

Our platform services segment

technologies include:

(i) reAlpha BRAIN, (ii) reAlpha HUMINT, (iii) GENA, (iv) AIRE, (v) reAlpha App and (vi) myAlphie.

myAlphie was sold on May 17,

2023, and it stopped contributing to our revenues as of such date, except for the revenue generated for the ongoing technical support

we are providing to the buyer of myAlphie.

Although we have not yet generated revenues from our developed technologies, we expect that

once our technologies are fully operational and available for commercial use by customers, we will generate revenue through subscriptions,

licensing fees, pay-per-use basis or other fee arrangements.

To the extent we resume operations of our short-term rental operations, we

expect to receive fee based revenues from conducting Syndications on the reAlpha App.

methods through commercialization of our AI technologies that are in varying stages of development and acquisitions of complementary

businesses and technologies.

In particular, we intend to acquire companies that we believe will complement our business model and accelerate

our proposition to expand our technology offerings to customers by offering IT services, staffing and accounting services and others.

reportable segments consist of (i) technology services (formerly named “platform services”) and (ii) rental business.

technology services segment offers and develops AI based products and services to customers in the real estate industry.

We are actively

developing four operating technologies that are in varying stages of development:

GENA, reAlpha BRAIN, reAlpha App and our main AI-powered

platform, Claire.

Our rental business segment, to the extent we resume operations, focuses on purchasing properties for syndication, which

process is powered by this segment’s technologies and products.

Technology Services

(formerly “Platform Services”)

We seek to differentiate

ourselves from competitors primarily through the integration of AI into our technologies for the real estate industry.

We expect that

our technology services segment will benefit from the current exponential growth of the AI industry, and we believe that we are well-positioned

to take advantage of these current trends due to our early adoption of AI for the development of our technologies.

current technology services segment technologies include:

(i) reAlpha BRAIN, (ii) reAlpha HUMINT, (iii) GENA, (iv) Claire and (v) reAlpha

myAlphie was a previously developed technology included in our technology

services segment that was sold on May 17, 2023, and it stopped contributing to our revenues as of such date, except for the revenue generated

for the ongoing technical support we are providing to the buyer of myAlphie, Turnit.

Although we have not yet generated revenues from our technologies,

we expect that once our technologies are fully operational and available for commercial use by customers, we will generate revenue through

subscriptions, licensing fees, pay-per-use basis or other fee arrangements.

To the extent we resume operations of our short-term rental

operations, we expect to receive fee-based revenues from customers that would utilize the reAlpha App for participating and investing

in our Syndications (as defined below).

Rental Business

rental business segment operations are currently on hold due to current macroeconomic conditions, such as escalating interest rates, inflation,

and elevated property prices.

We anticipate resuming operations within this segment through the acquisition of properties and Syndications

when the prevailing interest rates and other macroeconomic factors align more favorably with such business model.

rental business segment operations are currently on hold due to current macroeconomic conditions, such as escalating interest rates,

inflation, and elevated property prices.

We anticipate resuming operations within this segment through the acquisition of properties

and Syndications when the prevailing interest rates and other macroeconomic factors align more favorably with such business model.

the extent we resume these operations, we plan to utilize our AI-powered technologies to analyze and acquire short-term rental properties

that meet our internal investment criteria, or the “Investment Criteria,” which is analyzed and determined by our technologies,

for syndication purposes, which short-term rental properties are referred to as “Target Properties.” O nce

the Target Properties are acquired, they are prepared for rent and listed on short-term rental sites, and, when warranted, disposed of

We plan to make investing in our Target Properties available to investors via our subsidiary, Roost Enterprises, Inc.

Rhove, along with Rhove Real Estate 1, LLC, reAlpha Acquisitions Churchill, LLC and future Syndication LLCs (the “Rhove SBU”),

will create and manage limited liability companies (each, a “Syndication LLC”) to syndicate

one or more of the Target Properties through exempt offerings.

Once the Syndication LLCs are in place, Rhove will launch exempted offerings

to sell membership interests in such properties to investors, through the purchase of membership interests in the Syndication LLCs, pursuant

to Regulation A or Regulation D, each as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each,

a “Syndication”).

We refer to such investors as “Syndicate Members.” To further facilitate the investment

process in the Syndication LLCs, our reAlpha App will work parallel with the Syndication process to allow investors to purchase membership

interests in those properties and become Syndicate Members.

We intend to generate revenue through our property Syndications on the reAlpha

App to the extent we resume these operations.

Syndicate Members differ significantly

to the holders of our common stock.

Rights among Syndicate Members may also vary among each other depending on the specific terms and

conditions agreed to in the offering documents pursuant to which the holder becomes a Syndicate Member.

By becoming a Syndicate Member,

the holder will not acquire any rights to the Company’s common stock and, therefore, will not be entitled to vote, receive a dividend

or exercise any other rights of a stockholder of the Company.

Likewise, acquiring shares of our common stock will not provide the stockholders

the status of Syndicate Member.

Both Syndicate Members and our stockholders will receive the same quarterly financial metric information

of our listed properties through the reAlpha App and the reAlpha website, which will also be available to the general public without a

login, concurrently with our condensed consolidated quarterly results (as more fully described under “Segments – Platform

Services” above), to the extent we resume these operations.

Syndicate members that

have access to the reAlpha App will only receive personalized financial information respective to their individual holdings in each of

our Syndications.

To date, we have not developed a secondary trading market for equity interests in our Syndication LLCs.

potential establishment of such a market may be considered in the future, we have not made any decisions to develop a secondary trading

market at this time.

In addition to managing the

property operations, whether internally or through third-parties, we will also manage the financial performance of the asset, such as

evaluating if the after-repair value or appreciated value of the property is higher than the purchase price, or whether the property is

ready to generate the expected profitability.

Once our business model is fully implemented, we expect that Syndicate Members will hold

up to 100% ownership of the Syndication LLC, and we would generate revenue through fees from the reAlpha App.

Recent Developments

Sale of myAlphie LLC

Effective May 17, 2023, we

entered into a Second Side Letter Amendment (the “Second Amendment”) to that certain Membership Interest Purchase Agreement

between us and turnit Holdings, LLC (“Turnit”), dated as of December 31, 2022 (the “Purchase Agreement”) to finalize

a transaction that was originally contemplated through the Purchase Agreement.

Turnit is an indirect subsidiary of Crawford Hoying, which

is owned and partially controlled by Brent Crawford, the former chairman of our board of directors.

CH REAlpha Investments, LLC, and CH

REAlpha Investments II, LLC are also managed by Mr.

The Purchase Agreement was previously amended by a First Side Letter Agreement

dated March 11, 2023 (the “First Amendment”), which was entered into between the Turnit and us.

The Purchase Agreement provided

for Turnit’s acquisition of all the issued and outstanding membership interests of myAlphie, LLC (the “Subsidiary”).

the sale of myAlphie, we have provided Turnit with technical support services related to myAlphie.

Prior to the execution of

the Purchase Agreement and pursuant to the Downstream Merger, 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”).

Upon closing of the Purchase Agreement

(a) the Seller sold all of its interests in myAlphie LLC, and (b) Turnit assumed our remaining liabilities and outstanding obligations

under the Promissory Notes.

Launch of GENA

On March 21, 2024, we made

GENA available to users.

Initially announced on November 1, 2023, GENA, formerly known as “BnBGPT,” is an AI-powered technology

designed to develop or enhance personalized listing descriptions for residential properties intended for online platforms such as Airbnb,

Zillow, VRBO, and others.

Previously utilized for internal purposes, GENA currently operates under a revenue model based on pay-per-use,

with an initial free credit offered to new users.

Follow-On Offering

November 21, 2023, we entered into a placement agency agreement with Maxim Group LLC (“Maxim”), pursuant to which we agreed

to sell 1,600,000 units on a best-efforts basis at a price of $5.00 per unit for aggregate gross and net proceeds of $8.0 million and

$7.16 million, respectively.

Each unit was comprised of one share and one and a half warrant to purchase one and a half share of

common stock, with each warrant being exercisable for a five-year period to purchase an additional share at a price of $5.00, subject

to adjustments specified therein (the “Common Warrants”).

The securities were issued on November 24, 2023, and were registered

pursuant to a Form S-11 registration statement (File No.

Maxim was paid 7% of the gross proceeds from this offering

and was also reimbursed $107,500 for its expenses.

Execution of Purchase Agreements to Acquire

for syndication purposes, which short-term rental properties are referred to as “Target Properties.” Once the Target Properties

are acquired, they are prepared for rent and listed on short-term rental sites, and, when warranted, disposed of for profits.

to make investing in our Target Properties available to investors via our subsidiary, Roost Enterprises, Inc.

along with Rhove Real Estate 1, LLC, reAlpha Acquisitions Churchill, LLC and future Syndication LLCs (the “Rhove SBU”), will

create and manage limited liability companies (each, a “Syndication LLC”) to syndicate one or more of the Target Properties

through exempt offerings.

Once the Syndication LLCs are in place, Rhove will launch exempted offerings to sell membership interests in

such properties to investors, through the purchase of membership interests in the Syndication LLCs, pursuant to Regulation A or Regulation

D, each as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Syndication”).

We refer to such investors as “Syndicate Members.” To further facilitate the investment process in the Syndication

LLCs, our reAlpha App will work parallel with the Syndication process to allow investors to purchase membership interests in those properties

and become Syndicate Members.

We intend to generate revenue through our property Syndications on the reAlpha App to the extent we resume

these operations.

Members differ significantly to the holders of our common stock.

Rights among Syndicate Members may also vary among each other depending

on the specific terms and conditions agreed to in the offering documents pursuant to which the holder becomes a Syndicate Member.

becoming a Syndicate Member, the holder will not acquire any rights to the Company’s common stock and, therefore, will not be entitled

to vote, receive a dividend or exercise any other rights of a stockholder of the Company.

Likewise, acquiring shares of our common stock

will not provide the stockholders the status of Syndicate Member.

Both Syndicate Members and our stockholders will receive the same quarterly

financial metric information of our listed properties through the reAlpha App and the reAlpha website, which will also be available to

the general public without a login, concurrently with our condensed consolidated quarterly results (as more fully described under “Segments

– Platform Services” above), to the extent we resume these operations.

Syndicate members that have access to the

reAlpha App will only receive personalized financial information respective to their individual holdings in each of our Syndications.

date, we have not developed a secondary trading market for equity interests in our Syndication LLCs.

While the potential establishment

of such a market may be considered in the future, we have not made any decisions to develop a secondary trading market at this time.

addition to managing the property operations, whether internally or through third-parties, we will also manage the financial performance

of the asset, such as evaluating if the after-repair value or appreciated value of the property is higher than the purchase price, or

whether the property is ready to generate the expected profitability.

Once our business model is fully implemented, we expect that Syndicate

Members will hold up to 100% ownership of the Syndication LLC, and we would generate revenue through fees from the reAlpha App.

Acquisition of

Naamche, Inc.

and Naamche, Inc.

December 3, 2023, we entered into the First Purchase Agreement by and among us, Naamche, the Sellers and Sellers’ Representative,

pursuant to which we agreed to acquire all of the issued and outstanding shares of capital stock of Naamche not already owned by us (the

“First Acquisition”), in exchange for:

(i) 225,000 shares (the “Shares”) of the our restricted common stock to

be issued to the Sellers within 9 months from the closing date of the Acquisitions (as defined below) (the “Closing Date”),

with each Seller receiving a number of Shares based on such Seller’s Relative Share (as defined in the First Purchase Agreement);

and (ii) $450,000 in cash, payable to the Sellers in the 3 year period following the Closing Date based on the achievement of specified

revenue-based targets (the “Contingent Payments,” and together with the Shares, the “U.S.

Naamche Purchase Price”).

The Shares will be subject to vesting over a 3 year period commencing from the date of issuance (the “Vesting Period”), provided

that the Sellers remain actively involved in the management and operations of Naamche and Nepal Naamche during the Vesting Period.

of the date of execution of the First Purchase Agreement, we owned 25% of the issued and outstanding capital stock of Naamche.

with the execution of the First Purchase Agreement, we also entered into the Second Purchase Agreement by and among us, Nepal Naamche,

the Sellers and the Sellers’ Representative, pursuant to which we agreed to acquire all of the issued and outstanding shares of

capital stock of Nepal Naamche (the “Second Acquisition,” and together with the First Acquisition, the “Acquisitions”),

in exchange for $50,000 in cash payable to each Seller based on such Seller’s Relative Share (as defined in the Second Purchase

Agreement) (the “Nepal Naamche Purchase Price,” and together with the U.S.

Naamche Purchase Price, the “Purchase Price”).

Subsequently,

on February 2, 2024, the Company, Nepal Naamche, the Sellers and Sellers’ Representative entered into the Amended and Restated Purchase

Agreement, which amends, restates and supersedes the Second Purchase Agreement in its entirety.

The Amended and Restated Agreement provides

for, in addition to the transactions contemplated by the Second Purchase Agreement, a post-closing covenant of the Company to subscribe

for and purchase from Nepal Naamche an aggregate of 135,000 shares of its common stock during the one-year period following the Closing

Date, at a price per share of Nepalese Rupees 100, pursuant to the terms of one or more subscription agreements to be entered into between

the Company and Nepal Naamche.

As of the date of this report, we have not yet entered into any such subscription agreements with Nepal

closing of the Acquisitions is subject to the satisfaction or waiver of certain closing conditions set out in the Purchase Agreements,

which with respect to the Amended and Restated Agreement, includes the receipt of regulatory approval from the Department of Industries

of Nepal for the transactions contemplated by the Second Purchase Agreement, which was received on March 27, 2024.

However, the closing

of the First Acquisition is still contingent upon the satisfaction or waiver of all of the remaining closing conditions set out in the

Second Purchase Agreement and Amended and Restated Agreement.

As a result of the Acquisitions, to the extent we satisfy the foregoing

closing conditions, we will own 100% of the issued and outstanding shares of capital stock of Naamche and Nepal Naamche, and both entities

will be our wholly-owned subsidiaries.

accordance with the Purchase Agreements, we also have the right to set-off any amount owed by the Sellers in connection with the Purchase

Agreements, including any Losses (as defined in the Purchase Agreements) for which we are entitled to indemnification, against any amount

owed by us to any Seller under the Purchase Agreement (including, but not limited to, any portion of the Purchase Price).

Letter of Intent

On December 13, 2023, we entered

into a non-binding letter of intent (the “LOI”) to acquire United Software Group and certain of its affiliates (collectively,

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

pursuant to which, we intended 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 proposed Acquisition was

subject to conditions, including negotiation of definitive documentation and completion of our due diligence.

On February 19, 2024, in

accordance with the LOI, we notified USG of our intention to extend the due diligence period for another 60 days.

On April 12, 2024, after

completion of our due diligence investigations, we terminated negotiations to acquire USG and will not enter into a definitive agreement.

Change in fiscal year

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

Accordingly, references to our fiscal year 2022 and prior years, if any, mean the fiscal year ended on April 30 of such

year, and references to our fiscal year 2023 and beyond mean the fiscal year ended on December 31 of such year.

December 3, 2023, we entered into a Stock Purchase Agreement (the “First Purchase Agreement”), pursuant to which we agreed

to acquire from the selling shareholders (the “Sellers”) and representative of the Sellers named therein (the “Sellers’

Representative”) the issued and outstanding shares of capital stock of Naamche, Inc., a Delaware corporation (“U.S.

not already owned by us (the “First Acquisition”).

Concurrently with the First Purchase Agreement, we entered into a second

Stock Purchase Agreement, which was subsequently amended, restated and superseded on February 2, 2024 (the “Amended and Restated

Purchase Agreement,” together with the First Purchase Agreement, the “Purchase Agreements”), pursuant to which we agreed

to acquire all the issued and outstanding shares of capital stock of Naamche, Inc.

Ltd., a corporation formed in the country of

Nepal (“Nepal Naamche,” together with U.S.

Naamche, “Naamche”) (the “Second Acquisition,” and together

with the First Acquisition, the “Acquisitions”).

The closing of the Acquisitions was subject to the satisfaction or waiver

of certain closing conditions set out in the Purchase Agreements, including the receipt of regulatory approval from the Department of

Industries of Nepal.

May 6, 2024, we completed the Acquisitions upon the satisfaction of the closing conditions set forth in the Purchase Agreements, including

the regulatory approval by the Department of Industries of Nepal, which was received on March 6, 2024, except for the closing conditions

requiring (i) the Sellers to deliver to us documentation issued by the appropriate authority in Nepal confirming contributions to the

social security fund accounts of Sellers’ current employees in full and (ii) the written confirmation from the Sellers to remove

the persons authorized to draw on or to have access to Nepal Naamche’s bank accounts and replace with the persons identified by

us, both of which closing conditions were waived by us.

As a result of the Acquisitions, we now own 100% of the issued and outstanding

shares of capital stock of Naamche, and both entities are our wholly-owned subsidiaries.

Acquisition of AiChat Pte.

On July 12, 2024, we entered

into a Business Acquisition and Financing Agreement (the “Acquisition Agreement”) with AiChat Pte.

Ltd., a company incorporated

in the Republic of Singapore (“AiChat”), AiChat10X Pte.

Ltd., a Singaporean company (the “Seller”), and Kester

Poh Kah Yong (the “Founder”).

Pursuant to the Acquisition Agreement, we acquired 85% of the outstanding ordinary shares of

AiChat, an AI-driven company specializing in conversational customer experience solutions, from the Seller.

The remaining 15% of AiChat’s

shares will be acquired on June 30, 2025 (the “Acquisition”).

In exchange for the shares,

we agreed to pay the Seller a total purchase price of $1,140,000, comprising of:

(i) $312,000 in restricted shares of our common stock,

priced at a 10% discount to the 10-day volume weighted average price (VWAP) of the common stock on the Nasdaq Capital Market (“Nasdaq”),

to be issued no later than January 1, 2025 (the “First Tranche Shares”);

(ii) $588,000 in restricted shares of common stock,

also priced at a 10% discount to the VWAP, subject to any Base Case Adjustment (as defined in the Acquisition Agreement), to be issued

no later than April 1, 2025 (the “Second Tranche Shares”);

and (iii) $240,000 in restricted shares of common stock, calculated

at a 5% discount to the VWAP, to be issued no later than December 1, 2025 (the “Third Tranche Shares,” collectively with

the First Tranche Shares and the Second Tranche Shares, the “Tranche Shares”).

Additionally, we agreed to subscribe to and

purchase from AiChat:

(i) 55,710 ordinary shares of AiChat at the closing of the Acquisition, for $60,000;

and (ii) 222,841 ordinary

shares of AiChat according to a disbursement schedule to be agreed upon by the Company, AiChat, and the Founder, for a total subscription

price of $240,000.

The Tranche Shares will be

subject to a 90-day restrictive period (the “Restricted Period”) following issuance, during which the Seller cannot sell,

transfer, or otherwise dispose of the shares or request their registration under the Securities Act.

After the Restricted Period, the

shares will be deposited into the Seller’s designated account and then transferred to the Founder based on his beneficial ownership

in the Seller.

In order to comply with Nasdaq Listing Rule 5635(a), the total Tranche Shares issued cannot exceed 19.99% of our outstanding

common stock immediately before the Acquisition Agreement, which equates to 8,860,213 shares (the “Cap Amount”).

issued in excess of this amount will be paid in cash to the Seller, as specified in the Acquisition Agreement.

Additionally, we agreed to

guarantee certain Singaporean bank loans from AiChat totaling approximately 862,092 Singapore Dollars (SGD).

The Acquisition Agreement

also includes the assignment of AiChat’s intellectual property rights from the Seller to us.

Post-acquisition, the Seller will

indemnify us and our affiliates against any liabilities, damages, losses, costs, or expenses arising from third-party claims related

to us and the Acquisition.

The Acquisition Agreement contains customary representations, warranties, covenants, and conditions for transactions

of this nature.

Acquisition of Controlling Interest of

Hyperfast Title LLC

On July 24, 2024, we entered into a Membership Interest Purchase Agreement

(the “Hyperfast Purchase Agreement”) with David R.

Breschi and Kristen Britton (the “Hyperfast Sellers”).

to this agreement, we acquired 85% of the outstanding membership interests in Hyperfast Title LLC (“Hyperfast”), a Florida-based

company specializing in real estate closings and title insurance.

Hyperfast was founded by the owners of Madison Settlement Services,

LLC, a national title agency (the “Hyperfast Acquisition”).

The Hyperfast Purchase Agreement includes standard representations,

warranties, and covenants typical for transactions of this nature.

In conjunction with the Hyperfast

Acquisition, we, the Hyperfast Sellers, and Hyperfast signed an Amended and Restated Operating Agreement (as amended from time to time,

the “Operating Agreement”).

The Operating Agreement outlines several key provisions, including:

annual license fees to be

paid to the Hyperfast Sellers, contingent on their continued service with Hyperfast;

annual management fees based on Hyperfast’s

operating margin;

a right of first refusal for each Hyperfast member to purchase the interests of any member wishing to sell;

rights for us, as the managing member, to acquire the Hyperfast Sellers’ membership interests, and for the Hyperfast Sellers to

sell their respective interests in Hyperfast, all in accordance with the terms specified in the Operating Agreement.

Streeterville Capital,

LLC Note Purchase Agreement and Secured Promissory Note

On August 14, 2024, we entered into a note purchase agreement (the

“Purchase Agreement”) with Streeterville Capital, LLC (“Lender”) pursuant to which we issued and sold to the Lender

a secured promissory note in the original principal amount of $5,455,000 (the “Note”).

The Note carries an original issue

discount of $435,000 and we agreed to pay $20,000 to the Lender to cover its legal fees, accounting costs, due diligence, monitoring and

other transaction costs, each of which were deducted from the proceeds of the Note received by us resulting in a purchase price received

by us of $5,000,000.

Interest under the Note accrues at a rate of 8% per annum, and the unpaid amount of the Note, and any interest, fees,

charges and late fees are due 18 months following the date of issuance.

The Note and Purchase Agreement include certain material terms,

including the Lender’s ability to redeem a portion of the Note from time to time beginning seven months after issuance, events of

default and penalties associated therewith, restrictive covenants on our ability to issue securities, subject to exceptions set forth

therein, a “most favored nation” provision, among others.

In connection with the Note and Purchase Agreement, we and Rhove

also entered into security agreements and intellectual security agreements in favor or the Lender, and our U.S.

subsidiaries entered into

a guaranty in favor of the Lender.

We also entered into a placement

agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which Maxim agreed

to serve as lead placement agent on a “reasonable best efforts basis” in connection with the sale of the Note and any additional

notes (the “Placement”).

Pursuant to the Placement Agency Agreement, we agreed to pay Maxim a cash fee equal to 3.75% of the

gross proceeds received by us for the Note and any additional notes and to reimburse Maxim for its reasonable accountable expenses, including

legal fees, up to an aggregate amount of $10,000.

In addition, if within nine months of a closing of a sale of the Note or any additional

notes, we complete any financing of equity or equity-linked capital-raising activity with, or receives proceeds from, any of the investors

that were introduced to us by Maxim in connection with the Placement, then we will pay Maxim a cash fee of 3.75% of the proceeds received

from such financing.

See “Part II – Item 5.

Other Information” of this

report for more information on the Note, Purchase Agreement and related agreements.

Critical Accounting Policies

following discussion and analysis of financial condition and results of operations is based upon our financial statements, which have

been prepared in conformity with accounting principles generally accepted in the United States.

Certain accounting policies and estimates

are particularly important to the understanding of our financial position and results of operations.

These policies and estimates require

the application of significant judgment by management.

These estimates can be materially affected by changes from period to period as

economic factors and conditions outside of our control change.

As a result, they are subject to an inherent degree of uncertainty.

applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination

of certain estimates.

Those estimates are based on our historical operations, our future business plans and projected financial results,

the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available

from other outside sources, as appropriate.

We believe the current assumptions and other considerations used to estimate amounts reflected

in the condensed consolidated financial statements included in this Form 10-Q are appropriate.

Form 10-Q and our Form 10-KT include discussions of our accounting policies, as well as methods and estimates used in the preparation

of our audited consolidated financial statements.

For further information on our critical accounting policies and estimates, see “Item

7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-KT, the notes

to our audited consolidated financial statements included in our Form 10-KT and “Note 2 – Summary of Significant Accounting

Policies” of our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

Since the filing of

our Form 10-KT, we have not experienced a material change to our critical accounting policies or the methods and applications used to

develop our accounting estimates.

Results of Operations

1 unchanged sentence

(the “Former Parent”) and reAlpha Asset Management,

(the “Former Subsidiary”), our Former Parent merged with and into the Former Subsidiary, with the Company surviving the

Downstream Merger.

Because the Company acquired the Former Parent’s assets and liabilities upon consummation of the merger, the

Former Parent’s financials became a part of the consolidated financial statements of the Company.

As a result, the financial statements

included in this report and discussed herein reflect the operating results of both our Former Parent and the Company prior to March 21,

2023, which was the date on which the Downstream Merger closed, and our combined results, including those of the Former Parent, following

the Downstream Merger closing date.

Three Months Ended March 31, 2024 Compared to the Three Months Ended

March 31, 2023.

For the Three Months Ended

(the “Former Subsidiary”), our Former Parent merged with and into the Former Subsidiary, with the Company surviving

the Downstream Merger.

Because the Company acquired the Former Parent’s assets and liabilities upon consummation of the merger,

the Former Parent’s financials became a part of the consolidated financial statements of the Company.

As a result, the financial

statements included in this prospectus and discussed herein reflect the operating results of both our Former Parent and the

Company prior to March 21, 2023, which was the date on which the Downstream Merger closed, and our combined results, including those

of the Former Parent, following the Downstream Merger closing date.

months ended June 30, 2024 compared to three months ended June 30, 2023

For the Three Months Ended

2 unchanged sentences

Wages, benefits and payroll taxes

Repairs & maintenance

Dues & subscriptions

Marketing & advertising

Professional & legal fees

Depreciation & amortization

Other operating expenses

Total operating expenses

Operating Loss

Other Income (Expense)

Interest income

Gain on sale of myAlphie

Interest expense

Other expense

Total other income (expense)

Net (Loss) Income

$ (1,478,312 )

For the three months ending June 30, 2024, revenue was $62,353, compared

to $54,827 for the same period in 2023.

Our revenues consist of the technology services segment income that we receive directly from,

or services related to, our technologies.

This increase in revenue is primarily due to revenue generated by Naamche, which we acquired

on May 6, 2024, from providing technology services to third-parties.

Cost of Revenues.

For the three months ending June 30, 2024, the cost of revenues was $18,250, compared to $30,442 for the same period in 2023.

decrease is mainly attributed to the elimination of property management fees associated with properties that we no longer own.

Repairs and Maintenance.

Dues and subscriptions

For the three months ending June 30, 2024, repair and maintenance costs

amounted to $846, a notable reduction from $24,645 for the same period in 2023.

This decrease is mainly attributed to us currently holding

no properties and having no repair and maintenance costs associated with properties during this period, while we had done repair work

on certain properties in the previous comparable period to get them ready for sale.

Marketing and Advertising.

Professional and legal fees

For the three months ending June 30, 2024, marketing and advertising expenses totaled $130,378, up from $57,569 during the same period

This increase is mainly attributable to changes in certain cost classifications and higher marketing expenses related to Claire

Wages, Benefits and Payroll

For the three months ending June 30, 2024, wages, benefits, and payroll taxes totaled $476,179, compared to $296,186

for the same period in 2023.

This increase is primarily due to retroactive salary adjustments for our executive officers, and the appointment

of a new executive officer position and his associated salary.

Depreciation and Amortization.

For the three months ending June 30, 2024 depreciation and amortization

expenses were $69,331, compared to $23,242 for the same period in 2023.

The increase is attributable to the amortization of identifiable

intangible assets resulting from the purchase price allocation of the Rhove acquisition.

Other Operating Expenses.

For the three months ended June 30, 2024, other expenses amounted to

$176,162, up from $47,947 for the same period in 2023.

This increase is mainly attributed to directors’ and officers’ insurance

costs and changes in certain cost classifications.

For the three months ended June 30, 2024, other income was $129,388 compared to $2,140 for the three months ended June 30,

This increase is mainly attributed to fair value measurement of our previously held investment in Naamche, which was incurred in

connection with Naamche’s acquisition.

Gain on Sale of myAlphie.

the three months ended June 30, 2024, gain on the sale of myAlphie was $0, compared to $5,502,774 for the same period in 2023.

This decrease

is a result of the one-time gain from the sale of the myAlphie platform in the previous reporting period.

Interest Expense.

For the three months ended June 30, 2024, interest expense was $1,041, compared to $49,379 for the same period in 2023.

This reduction

in interest expense is attributable to the repayment of mortgage loans following the sale of our properties.

For the three months ended June 30, 2024 other non-operating expenses were $396,756,

compared to $16,179 for the same period in 2023.

This increase is mainly attributed to the amortization expenses of the commitment

fee incurred in connection with the equity facility we have in place with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited

(collectively, “GEM”) and stock-based compensation issued to employees and certain directors.

Analysis of Segment

following is an analysis of our results by reportable segment for the quarter ended June 30, 2024 compared to the quarter ended June

For further information regarding our reportable business segments, refer to our unaudited condensed financial statements and

related notes included elsewhere in this report.

Technology (formerly

“Platform”) Services

Total revenue

Cost of revenue

Segment earnings (loss)

For the three months ended June 30, 2024, revenue for the technology services segment was $62,353, compared to $32,253

for the same period in2023.

This increase in revenue is mainly attributed to revenue generated by Naamche, which we acquired on May 6,

2024, from providing technology services to third-parties.

of revenues .

For the three months ended June 30, 2024, cost of revenues for the technology services segment was $18,250,

compared to $26,644 for the same period in 2023.

The cost of revenues consists of costs incurred in connection with the technical support

services provided to Turnit in connection with myAlphie’s sale.

The decrease in cost of revenues was attributed to the limited

technical support provided to Turnit.

Rental Business

Total revenue

Cost of revenue

Gross profit (loss)

For the three months ended June 30, 2024, revenue for the rental business segment was $0 compared to $22,574 for the same period

in 2023 as the decrease is attributable to sale of the properties we previously held for this segment’s operations as a result

of putting these operations on hold.

of revenues .

For the three months ended June 30, 2024, cost of revenue for the rental business segment was $0 compared

to $3,798 for the same period in 2023.

This decrease is mainly attributed to the sale of properties, which decreased the associated costs

of maintaining those properties.

Six months ended June 30, 2024, compared to

six months ended June 30, 2023

For the Six Months Ended

Cost of revenues

Operating Expenses

Wages, benefits and payroll taxes

Repairs & maintenance

Dues & subscriptions

Marketing & advertising

Professional & legal fees

Depreciation & amortization

Other operating expenses

Total operating expenses

2 unchanged sentences

Interest income

Gain on sale of myAlphie

Interest expense

1 unchanged sentence

Total other income (expense)

Net Loss before income taxes

Income tax expense

Net (Loss) Income

$ (2,897,357 )

were $20,426 for the three months ended March 31, 2024 compared to $111,451 for the three months ended March 31, 2023.

Our revenues consist

of both the short-term rental revenue that we receive from our listed properties and platform services income that we receive directly

from, or services related to, our technologies.

This decrease in revenues is mainly attributed to

lower rental income segment due to the disposal of our properties during and subsequent to the fiscal year 2023, as well as lower platform

services segment revenue compared to the three months ended March 31, 2023 as a result of the sale of myAlphie.

For the six months ended June 30, 2024, revenue was $82,779 compared

to $166,278 for the same period in 2023.

Our revenues consist of the technology services segment income that we receive directly from,

or services related to, our technologies and revenue that we receive from short-term rental properties, if any.

This decrease in revenue

is mainly attributable due to the sale of our properties, and deriving no income from such rental segment during the six months ended

June 30, 2024, since we currently hold no properties, and the sale of myAlphie which was generating technology services revenue during

the six months ended June 30, 2023.

Cost of Revenues.

cost of revenues was $18,249 for the three months ended March 31, 2024, compared to $70,775 for the three months ended March 31, 2023.

Cost of revenues consists of payments for property management fees of listed properties, previous

payments to vendors for work completed through myAlphie and associated payment processing fees to Stripe, a payment platform.

in cost of revenues is mainly attributed due to the sale of myAlphie, since we no longer incur any direct costs related to operating the

myAlphie platform.

For the six months ended June 30, 2024, the cost of revenues were $36,499

compared to $119,158 for the same period in 2023.

The decrease in cost of revenues is mainly attributed due to the sale of myAlphie, since

we no longer incur any direct costs related to operating the myAlphie platform.

Repairs and Maintenance.

For the six months ended June 30, 2024, repair and maintenance costs

amounted to $1,595 compared to $29,106 for the same period in 2023.

This decrease is mainly attributable to us currently holding no properties

and having no repair and maintenance costs associated with any properties during this period, while we had done repair work on certain

properties in the previous comparable period to get them ready for sale.

Marketing and Advertising.

For the six months ended June 30, 2024, marketing and advertising expenses

were $207,740 compared to $146,669 for the same period in 2023.

This increase is mainly attributable to minor changes in certain cost

classifications and higher marketing expenses related to Claire promotions.

Wages, Benefits, and Payroll

Wages, benefits, and payroll taxes totaled $418,902 for the three months ended March 31, 2024, compared to $204,196 for the

three months ended March 31, 2023.

This increase is attributed to the recent salary adjustments to our executive officers, which were

retroactive to January 1, 2024, in addition to the creation of a new executive officer position and associated salary therewith.

For the six months ended June 30, 2024, wages, benefits, and payroll taxes were $895,084 compared to $482,443 for the same

period in 2023.

This increase is mainly attributable to the recent retroactive salary adjustments to our executive officers, in addition

to the creation of a new executive officer position and the associated salary therewith.

Depreciation and Amortization.

Depreciation and amortization were $71,453 for the three months ended March 31, 2024, compared to $48,003 for the three months ended March

This increase is mainly attributed to the inclusion of intangible asset amortization in

the depreciation and amortization expenses for the three months ended March 31, 2024 .

For the six months ended June 30, 2024, depreciation and amortization

were $140,784 compared to $71,245 for the same period in 2023.

The increase is attributable to the amortization of identifiable intangible

assets resulting from the purchase price allocation of the Rhove acquisition.

Other Operating Expenses.

Other operating expenses were $211,497 for the three months ended March 31, 2024, compared to $96,476 for the three months ended March

This increase is mainly attributed to an increase in directors’ and officers’

insurance expenses, and an increase in commission and title expenses occurred in connection with the sale of one of our properties during

the three months ended March 31, 2024.

For the six months ended June 30, 2024, other expenses were $314,029

compared to $113,582 for the same period in 2023.

This increase is primarily attributable to directors’ and officers’ insurance

costs and changes in certain cost classifications.

Other Income.

income was $31,392 for the three months ended March 31, 2024, compared to $90 for the three months ended March 31, 2023.

increase is mainly attributed to the gain on sale of property sold during the three months ended March 31, 2024.

the six months ended June 30, 2024, other income was $129,388 compared to $2,140 for the same period in 2023.

This increase is mainly

attributed to fair value measurement of our previously held investment in Naamche, which was incurred in connection with Naamche’s

Gain on Sale of myAlphie.

For the six months ended June 30, 2024, gain on sale of myAlphie was $0 compared to $5,502,774 for the same period

in 2023, because this was a one-time gain from the sale of the myAlphie platform during such period.

Interest Expense.

expense was $10,802 for the three months ended March 31, 2024, compared to $41,812 for the three months ended March 31, 2023.

decrease in interest expense is attributable to a decrease in outstanding mortgage loans after the sale of certain properties.

Professional and Legal

Professional and legal fees were $468,725 for the three months ended March 31, 2024, compared to $325,161 for the three months

ended March 31, 2023.

The change in periods is mainly due to an increase in general legal advisory services and related fees.

Other Expenses.

non-operating expenses were $132,494 for the three months ended March 31, 2024, compared to $29,843 for the three months ended March 31,

T his increase is mainly due to the amortization expenses of the commitment fee incurred in

connection with the equity facility we have in place with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”).

was $1,419,045 for the three months ended March 31, 2024, compared to a net loss of $864,913 for the three months ended March 31, 2023.

This increase in loss is mainly attributable to increase in wages, Professional and legal fees and amortization of commitment fee.

Analysis of Segment Results:

following is an analysis of our results by reportable segment for the three months ended March 31, 2024 compared to the three months ended

March 31, 2023.

For further information regarding our reportable business segments, refer to our condensed consolidated

financial statements and related notes included elsewhere in this report.

For the six months ended June 30, 2024, interest expense was $11,843

compared to $91,191 for the same period in 2023.

This decrease in interest expense is attributable to repayments of mortgage loans upon

the sale of certain properties.

For the six months ended June 30, 2024, other non-operating expenses were $571,488 compared to $76,772 for

the same period in 2023.

This increase is mainly attributable to the amortization expenses of the commitment fee incurred in connection

with the equity facility we have in place with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”)

and stock-based compensation issued to employees and certain directors.

Analysis of Segment

following is an analysis of our results by reportable segment for the six months ended June 30, 2024 compared to the six months ended

June 30, 2023.

For further information regarding our reportable business segments, refer to our unaudited condensed financial statements

and related notes included elsewhere in this report.

Technology (formerly

“Platform”) Services

Three Months Ended

Total revenue

1 unchanged sentence

Segment earnings (loss)

Revenues for the platform services segment was $20,426 for the three months ended March 31, 2024, compared to $62,810 for the

three months ended March 31, 2023.

This decrease in revenue is attributable to the sale of myAlphie.

We have not generated other platform

services revenue since the sale of myAlphie, except for providing technical support services to Turnit during the transition period after

the sale of myAlphie.

Cost of revenues for the platform services segment was $18,249 for the three months ended March 31, 2024, compared

to $62,528 for the three months ended March 31, 2023.

This decrease in cost of revenues is mainly attributed to the sale of myAlphie.

After the sale, we no longer incur any payments to vendors or Stripe previously associated with myAlphie’s platform.

revenues now consists only of costs incurred in connection with the technical support services provided to Turnit.

Segment earnings was $2,177 for the three months ended March 31, 2024, compared to $282 for the three months

ended March 31, 2023.

This increase in segment earnings is mainly due to an increase in support services provided to Turnit and a decrease

in payments to vendors and Stripe.

For the six months ended June 30, 2024, revenues for the technology services segment were $82,779 compared to $95,064 for the

same period in 2023.

This decrease in revenue is attributable to sale of myAlphie which was generating technology services income during

the six months ended June 30, 2023.

For the six months ended June 30, 2024, cost of revenues for the technology services segment was $36,499 compared to

$107,114 for the same period in 2023.

The cost of revenues consists of costs incurred in connection with the technical support services

provided to Turnit.

The decrease was attributable to the limited technical support provided to Turnit during the six months ended June

Rental Business

Three Months Ended

Total revenue

Cost of revenue

Operating expenses

Other Income (expenses), net

Segment earnings (loss)

Revenues for the rental business segment was $0 for the three months ended March 31, 2024, compared to $48,641 for the three months

ended March 31, 2023.

This decrease is attributable to the decrease in the number of properties

listed compared to the three months ended March 31, 2023 , as we sold the properties we held

for this segment’s operations as a result of putting these operations on hold.

For the six months ended June 30, 2024, revenues for the rental

business segment was $0 compared to $71,214 for the same period in 2023.

This decrease is attributable to sale of the properties we previously

held for this segment’s operations as a result of putting these operations on hold.

of revenues .

Cost of revenues for the rental business segment was $0 for the three months ended March 31, 2024, compared

to $8,247 for the three months ended March 31, 2023.

This difference is attributed to the decrease in the number of properties listed,

which decreased the associated costs of maintaining those properties.

Operating expenses of the rental business segment was $39,135 for the three months ended March 31, 2024, compared

to $62,567 for the three months ended March 31, 2023.

This decrease is mainly attributed to the depreciation and amortization expense.

income (expense) .

Other income (expense) of the rental business segment was $20,590 for the three months ended March 31,

2024, compared to $(55,532) for the three months ended March 31, 2023.

This difference is mainly attributed to the gain on the sale of

the properties we disposed of and the reduction in interest expenses resulting from us paying the corresponding mortgage loans for such

Segment loss was $18,545 for the three months ended March 31, 2024, compared to a segment loss of $77,705 for the

three months ended March 31, 2023.

This decrease is mainly attributable to decrease in interest expense and decrease in depreciation and

amortization expense.

Non-GAAP Financial Measures

To supplement our financial

information presented in accordance with U.S.

GAAP (“GAAP”), we believe “Adjusted EBITDA,” a “non-GAAP financial

measure”, as such term is defined under the rules of the SEC, is useful in evaluating our operating performance.

We use Adjusted

EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes.

We believe that Adjusted EBITDA may be helpful

to investors because it provides consistency and comparability with past financial performance.

However, Adjusted EBITDA is presented

for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a

substitute for financial information presented in accordance with GAAP.

In addition, other companies, including companies in our industry,

may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could

reduce the usefulness of our non-GAAP financial measures as tools for comparison.

A reconciliation is provided below for each non-GAAP

financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review

the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP

financial measures, and not to rely on any single financial measure to evaluate our business.

For the six months ended June 30, 2024, cost of revenues for the

rental business segment was $0 compared to $12,045 for the same period in 2023.

This decrease is mainly attributed to the elimination

of property management fees and maintenance costs associated with properties we no longer own.

Non-GAAP Financial

To supplement our financial information presented in accordance with

GAAP (“GAAP”), we believe “Adjusted EBITDA” and “Net income per share,” both “non-GAAP

financial measures”, as such term is defined under the rules of the SEC, are useful in evaluating our operating performance.

use Adjusted EBITDA and Net income per share to evaluate our ongoing operations and for internal planning and forecasting purposes.

believe that these non-GAAP financial measures may be helpful to investors because it provides consistency and comparability with past

financial performance.

However, these non-GAAP financial measures are presented for supplemental informational purposes only, have limitations

as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance

In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently

or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as

tools for comparison.

A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial

measure stated in accordance with GAAP.

Investors are encouraged to review the related GAAP financial measures and the reconciliation

of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial

measure to evaluate our business.

reconcile our non-GAAP financial measure of Adjusted EBITDA to our net income, adjusted to exclude interest expense, provision for (benefit

from) income taxes, depreciation and amortization and certain charges or gains resulting from non-recurring events, if any.

For the three-months

ended March 31, 2024 and March 31, 2023, we did not have any non-recurring event.

following table provides a reconciliation of net income to Adjusted EBITDA:

For the Three Months Ended March 31,

from) income taxes, depreciation and amortization and certain charges or gains resulting from non-recurring events.

We reconcile our non-GAAP financial measure of Net income per share

to our net income, adjusted to exclude provision for depreciation and amortization of certain intangible assets, share-based compensation

and certain charges or gains resulting from non-recurring events.

The following tables provide a reconciliation of net income to Adjusted

EBITDA and Net income per share, respectively:

For the Three Months Ended

For the Six Months Ended

Net (Loss) Income

$ (1,478,312 )

$ (2,897,357 )

Adjusted to exclude the following

Depreciation and amortization

Gain on sale of myAlphie

Interest expense

Share-based compensation (1)

GEM commitment fee (2)

Acquisition related expense (3)

Gain on previously held equity (4)

Adjusted EBITDA

$ (1,147,148 )

$ (2,235,881 )

$ (1,447,276 )

Net income per share, diluted

For the Three Months Ended

For the Six Months Ended

Net (Loss) Income

Adjusted to exclude the following

Amortization of acquired intangible assets

Gain on sale of myAlphie

Share-based compensation (1)

GEM commitment fee (2)

Acquisition related expense (3)

Gain on previously held equity (4)

Net income used to compute net income per share, diluted

Weighted-average shares used to compute net income (loss) per share, diluted

Net income per share, diluted

1) Compensation

provided to employees and board members through share-based awards, which is recognized as

a non-cash expense.

pertains to the commitment fee of $1 million related to the equity facility we have in place

pursuant to the GEM Agreement.

related to acquisitions, including professional and legal fees, which are excluded from GAAP

financial measures to provide a clearer view of ongoing operational performance.

4) Represents

the gain from the fair value measurement of previously held equity interests, which is recognized

as a non-operational item and treated as a non-GAAP measure.

and Capital Resources

Liquidity describes the ability

of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs,

debt services, acquisitions, contractual obligations and other commitments.

As of the date of this report, we have yet to generate meaningful

revenue from our business operations and have funded acquisitions, capital expenditure and working capital requirement through equity

and debt financing.

We had cash and cash equivalents

of approximately $4.8 million as of March 31, 2024 and approximately $6.5 million as of December 31, 2023.

We believe we have sufficient

working capital to fund our operations for the next 12 months.

November 21, 2023, we entered into a placement agency agreement with Maxim Group LLC (“Maxim”) and a securities purchase agreement

for the purposes of completing a best-efforts financing with Maxim resulting in the issuance of 1,600,000 shares of common stock and warrants

to purchase common stock at an exercise price of $5.00 per share, subject to adjustments.

As a result of this offering, we raised aggregate

gross and net proceeds of $8.0 million and $7.6 million, respectively.

of March 31, 2024, pursuant to the Share Purchase Agreement entered into on December 1, 2022, between

us and GEM (the “GEM Agreement”) , we can issue and sell to GEM up to an aggregate value of $100 million in shares of

our common stock pursuant to draw down notices in accordance with the GEM Agreement.

At this time, we do not intend to draw down on the

GEM Agreement, but we will continuously evaluate our cash on hand position and business operations needs going forward.

We, in our sole

discretion, may draw down from the GEM Agreement in the future as our business operations evolve and more working capital to fund operations

believe the likelihood that any warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would

receive, is dependent upon the trading price of our common stock.

If the trading price for our common stock is less than $371.90 per share,

in the case of the warrants issued to GEM in accordance with the GEM Agreement (the “GEM Warrants”), we believe holders of

the GEM Warrants will be unlikely to exercise them.

While current conditions influencing the exercise of the GEM Warrants make such exercise

unlikely, further adjustments to its exercise price may make the GEM Warrants more attractive for investors to exercise.

is based on the trading price of our common stock as of the date of this report, with a threshold set at $371.90 per share for the GEM

On April 15, 2024, the closing price of our common stock was $0.85 per share.

liquidity and capital resources are critical to our ability to execute our business plan and achieve our strategic objectives.

to the extent that we may need to raise additional working capital to fund operations, we will need to secure additional financing.

timing, size, and terms of any such offering have not yet been determined.

To the extent that we require additional funds more than 12

months from the date hereof, and collections from our short-term rentals and technologies, to the extent commercialized, cannot fund our

needs, we may utilize equity or debt offerings to raise these funds.

We cannot provide any assurance that we will be able to raise additional

funds on acceptable terms, if at all.

Our ability to raise additional capital will depend on various factors, including market conditions,

investor demand, and our financial performance.

the cost of capital and historically high-interest rates can have a direct impact on our ability to raise capital through debt or equity

offerings or to pursue acquisitions.

Economic environments yielding higher interest rates with more stringent debt terms such as today’s

market environment require larger equity commitments.

Liquidity describes the ability of a company to generate sufficient

cash flows to meet the cash requirements of its business operations, including working capital needs, debt services, acquisitions, contractual

obligations and other commitments.

Our liquidity and capital resources are critical to our ability to execute our business plan and achieve

our strategic objectives.

Accordingly, to the extent that collections from our short-term rentals, if any, and technologies cannot fund

our operations, we intend to utilize equity or debt offerings to raise these funds, although volatility in the capital markets may negatively

affect our ability to do so.

We cannot provide any assurance that we will be able to raise additional funds on acceptable terms, if at

Our ability to raise additional capital will depend on various factors, including market conditions, investor demand, and our financial

We had cash and cash equivalents of approximately $3.7 million as of

June 30, 2024 and approximately $6.5 million as of December 31, 2023.

Based on our estimates, we believe we do not have sufficient working

capital to meet our financial needs for the 12-month period following June 30, 2024.

Further, while we anticipate continued operating

losses in the near future, we are confident in our strategy to continue investing in the commercialization of our products and technologies

and our ability to continue operations.

If we are unable to cover our operating expenses for the next 12-month period through the commercialization

of our technologies, or if we are unable to raise sufficient capital through additional debt or equity arrangements, to the extent needed,

there will be uncertainty regarding our ability to maintain liquidity sufficient to operate the business effectively, which raises substantial

doubt as to our ability to continue as a going concern within one year from the date of issuance of these condensed consolidated financial

We believe we have alleviated the substantial doubt of our ability to continue operations by securing funding of approximately

$5.45 million in gross proceeds pursuant to the issuance of a secured note on August 14, 2024, pursuant to which we raised approximately

$5.0 million in net proceeds, after paying related expenses and fees (see “Note 3 – Going Concern” above and “Item

Other Information” below for additional information).

As of June 30, 2024, pursuant

to the Share Purchase Agreement entered into on December 1, 2022, between us and GEM (the “GEM Agreement”), we can issue

and sell to GEM up to an aggregate value of $100 million in shares of our common stock pursuant to draw down notices in accordance with

the GEM Agreement.

At this time, we do not intend to draw down on the GEM Agreement, but we will continuously evaluate our cash-on-hand

position and business operations needs going forward.

We, in our sole discretion, may draw down from the GEM Agreement in the future as

our business operations evolve and more working capital to fund operations is needed.

We may also receive proceeds from the cash exercises of the warrants

issued in connection with the GEM Agreement (the “GEM Warrants”) and the warrants issued in connection with our public offering

from November 2023 (the “Follow-On Warrants,” and together with the GEM Warrants, the “Warrants”).

the likelihood that any Warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive,

is dependent upon the trading price of our common stock.

Unless the trading price for our common stock is less than $371.90 per share,

in the case of the GEM Warrants, or $5.00 per share in the case of the Follow-On Warrants, we believe holders of the Warrants will be

unlikely to exercise them.

While current conditions influencing the exercise of the Warrants make such exercise unlikely, further adjustments

to their exercise price may make the Warrants more attractive for investors to exercise.

Further, the Follow-On Warrants contain “full

ratchet” anti-dilution provisions that provide for a downward adjustment to its exercise price, subject to a floor price of $1.44

per share, as a result of subsequent offerings, and the share amount issuable pursuant to such warrants would increase such that the aggregate

exercise price payable thereunder would equal the aggregate exercise price prior to such adjustment.

Our analysis is based on the reported

closing price of our common stock as August 13, 2024, which was $1.21 per share.

Further, the cost of capital

and historically high-interest rates can have a direct impact on our ability to raise capital through debt or equity offerings or to

pursue acquisitions.

Economic environments yielding higher interest rates with more stringent debt terms such as today’s market

environment require larger equity commitments.

This means that, as larger equity commitments are required, we will have less leverage

and may have fewer acquisitions overall.

business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our

In addition, we may incur additional costs associated with research and development of new products and services, expansion

into new markets or geographies, and general corporate overhead.

As a result, we may require additional financing in the future to fund

these initiatives, which may include additional equity or debt financing or strategic partnerships.

We currently do not have any commitments

or arrangements for additional financing, and there can be no assurance that we will be able to obtain additional financing on terms acceptable

to us, or at all.

If we are unable to obtain additional financing when required, we may be forced to reduce the scope of our operations,

delay the launch of new products or services, or take other actions that could adversely affect our business, financial condition, and

results of operations.

We may also be required to seek additional financing on terms that are unfavorable to us, which could result in

the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.

The following table summarizes our cash flows from

operating, investing and financing activities for the periods presented.

Three-month period

Our business model requires

significant capital expenditures to build and maintain the infrastructure and technology required to support our operations.

we may incur additional costs associated with research and development of new products and services, expansion into new markets or geographies,

and general corporate overhead.

As a result, we may require additional financing in the future to fund these initiatives, which may include

additional equity or debt financing or strategic partnerships.

We currently do not have any commitments or arrangements for additional

financing, and there can be no assurance that we will be able to obtain additional financing on terms acceptable to us, or at all.

we are unable to obtain additional financing when required, we may be forced to reduce the scope of our operations, delay the launch

of new products or services, or take other actions that could adversely affect our business, financial condition, and results of operations.

We may also be required to seek additional financing on terms that are unfavorable to us, which could result in the dilution of our stockholders’

ownership interests or the imposition of burdensome terms and restrictions.

The following table summarizes

our cash flows from operating, investing, and financing activities for the periods presented.

Six-month period

Net cash used in operating activities

1 unchanged sentence

$ (2,358,359 )

Net cash used in investing activities

Net cash (used in) provided by financing activities

Cash flows from operating

Net cash used in operating

activities was $(1,527,238) for the three months ended March 31, 2024, compared to $(1,585,918) for the three months ended March 31, 2023.

The difference in net cash flows from operating activities in not significant.

Net cash (used) provided by investing activities

Net cash used in financing activities

Cash Flows from Operating Activities

Net cash used in operating activities was $2,550,879 for the six months

ended June 30, 2024, compared to $2,358,359 for the six months ended June 30, 2023.

The difference in net cash flows from operating activities

was mainly attributable to increase in accounts payable and the decrease in prepaid expenses during the six months ended June 30, 2024.

Cash Flows from Investing Activities

Net cash used in investing

activities was $(19,700) for the three months ended March 31, 2024, compared to $(138,973) of net cash used for the three months ended

March 31, 2023.

The difference in cash flows from investing activities was primarily due to gain on sale of property.

For the six months ending June 30, 2024, net cash used in investing

activities was $79,423, whereas for the same period in 2023, net cash provided by investing activities was $228,254.

This change in cash

flows from investing activities is mainly attributable to increased capitalization of software development costs during the six months

ended June 30, 2024.

Cash Flows from Financing Activities

Net cash provided by financing

activities was $(71,286) for the three months ended March 31, 2024, compared to $282,577 for the three months ended March 31, 2023.

difference in cash flows from financing activities is primarily due to issuance of stock in our Regulation A offering.

Smaller Reporting Company

We qualify as

a “smaller reporting company” under the rules of the Securities Act and the Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

As a result, we may choose to take advantage of certain scaled disclosure requirements available specifically

to smaller reporting companies.

We will remain a smaller reporting company until the last day of the fiscal year in which the aggregate

market value of our common stock held by non-affiliated persons and entities, or our public float, is more than $700 million as of the

last business day of our most recently completed second fiscal quarter, or until the fiscal year following the year in which we have at

least $100 million in revenue and at least $250 million in public float as of the last business day of our most recently completed second

fiscal quarter.

Net cash used in financing activities was $143,885 for the six months

ended June 30, 2024, compared to $33,353 for the six months ended June 30, 2023.

The variation in cash flows from financing activities

is mainly attributed to reduction in debt payments compared to the previous six months ending June 30, 2023.

Additionally, there were

proceeds from common stock issuances during the period ending June 30, 2023, in connection with our Regulation A offering, which were

not present as of June 30, 2024.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company,

we are not required to provide this information.

As a smaller reporting company, we are not required

to provide this information.

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 2. Management’s Discussion and Analysis