What changed in this filing

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Item 5. Other Information

2025-05-16 compared with 2024-11-12 · 34 added, 30 removed, 28 unchanged (70% of the section changed)

1 unchanged sentence

of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement

or a non-Rule 10b-5 trading arrangement during the fiscal quarter ended September 30, 2024, as such terms are defined under Item 408(a) of Regulation

Business Acquisition and Financing Agreement, dated as of July 12, 2024, among reAlpha Tech Corp., AiChat Pte.

Ltd., AiChat10X Pte.

and Kester Poh Kah Yong (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 15, 2024) .

Membership Interest Purchase Agreement, dated as of September 8, 2024, among reAlpha Tech Corp., Debt Does Deals, LLC (d/b/a Be My Neighbor), Christopher B.

Griffith and Isabel Williams (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on September 9, 2024).

or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2025, as such terms are defined under

Item 408(a) of Regulation S-K.

Stock Purchase Agreement, dated as of February 20, 2025, among reAlpha Tech Corp., GTG Financial, Inc.

and Glenn Groves.

(previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on February 24, 2025).

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).

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on February 20, 2025 (previously filed as Exhibit 3.1 of Form 8-K filed with the SEC on February 24, 2025).

Form of Warrant (previously filed as Exhibit 6.3 of Form 1-U filed with the SEC on December 5, 2022).

2 unchanged sentences

Secured Promissory Note, dated as of August 14, 2024 (previously filed as Exhibit 4.4 of Form 10-Q filed with the SEC on August 14, 2024).

Note Purchase Agreement, dated as of August 14, 2024, by and between reAlpha Tech Corp.

and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 10-Q filed with the SEC on August 14, 2024).

Security Agreement, dated August 14, 2024, by and between Roost Enterprises, Inc.

and Streeterville Capital, LLC (previously filed as Exhibit 10.2 of Form 10-Q filed with the SEC on August 14, 2024).

Security Agreement, dated August 14, 2024, by and between reAlpha Tech Corp.

and Streeterville Capital, LLC (previously filed as Exhibit 10.3 of Form 10-Q filed with the SEC on August 14, 2024).

Intellectual Property Security Agreement, dated August 14, 2024, by and between Roost Enterprises, Inc.

and Streeterville Capital, LLC (previously filed as Exhibit 10.4 of Form 10-Q filed with the SEC on August 14, 2024).

Intellectual Property Security Agreement, dated August 14, 2024, by and between reAlpha Tech Corp.

and Streeterville Capital, LLC (previously filed as Exhibit 10.5 of Form 10-Q filed with the SEC on August 14, 2024).

Guaranty, dated as of August 14, 2024, by Roost Enterprises, Inc., reAlpha Acquisitions, LLC, reAlpha Acquisitions Churchill, LLC, reAlpha Realty, LLC, Rhove Real Estate 1, LLC and Naamche Inc.

for the benefit of Streeterville Capital, LLC (previously filed as Exhibit 10.6 of Form 10-Q filed with the SEC on August 14, 2024).

Placement Agency Agreement, dated as of August 14, 2024, by and between reAlpha Tech Corp.

and Maxim Group LLC (previously filed as Exhibit 10.7 of Form 10-Q filed with the SEC on August 14, 2024).

Employment Agreement of Rakesh Prasad, effective as of January 16, 2023 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on October 11, 2024).

Amendment to Employment Agreement of Rakesh Prasad, effective as of October 11, 2024 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on October 11, 2024).

Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on April 7, 2025).

Piyush Phadke’s Offer Letter, effective as of January 30, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on January 30, 2025).

2025 Short Term Incentive Plan (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on February 10, 2025).

Advertising Agreement, dated March 7, 2025, between reAlpha Tech Corp.

and Mercurius Media Capital LP (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 10, 2025).

Investment Agreement, dated March 7, 2025, between reAlpha Tech Corp.

and Mercurius Media Capital LP (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 10, 2025).

Security Agreement, dated March 13, 2025, by and between GTG Financial, Inc.

and Streeterville Capital, LLC.

Intellectual Property Security Agreement, dated March 13, 2025, by and between GTG Financial, Inc.

and Streeterville Capital, LLC.

Guaranty, dated March 13, 2025, by GTG Financial, Inc.

for the benefit of Streeterville Capital, LLC.

Mutual Settlement and Release Agreement, dated as of March 19, 2025, between reAlpha Tech Corp.

and Unreal Estate Inc.

(previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 21, 2025).

Exchange Agreement, dated as of March 20, 2025, between reAlpha Tech Corp.

and Streeterville Capital, LLC (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 21, 2025).

Severance Agreement by and between reAlpha Tech Corp.

and Jorge Aldecoa, dated March 27, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 28, 2025).

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

11 unchanged sentences

Furnished herewith.

# Certain schedules, exhibits and similar attachments 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.

management contract or compensatory plan or arrangement.

Certain schedules, exhibits and similar attachments

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.

Indicates management contract or compensatory plan or arrangement.

Pursuant to the requirements

2 unchanged sentences

REALPHA TECH CORP.

November 12, 2024

/s/ Giri Devanur

1 unchanged sentence

(Principal Executive Officer)

November 12, 2024

/s/ Rakesh Prasad

Rakesh Prasad

Interim Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Piyush Phadke

Piyush Phadke

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