What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-04-02 · 461 added, 496 removed, 124 unchanged (89% of the section changed)

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

referred to as the “reAlpha platform”).

Our goal is to offer through our AI-powered platform a more affordable, streamlined

experience for those on the journey to homeownership.

The reAlpha platform integrates AI-driven tools to offer, among others, tailored

property recommendations, an intuitive visual interface, mortgage brokering, digital title and escrow services within the platform.

TM ” reflects our mission to eliminate traditional barriers to home ownership and

make it more accessible and transparent.

reAlpha platform assists homebuyers with tasks such as mortgage pre-approval, booking tours, sending offer letters and completing property

acquisitions.

The reAlpha platform 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 and iOS application.

The reAlpha platform’s capabilities

are complemented and supported by licensed real estate agents with reAlpha Realty, LLC, our in-house brokerage firm, on a no-obligation

and commission-free basis.

Although the reAlpha platform 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

acquire and maintain real estate and mortgage licenses in all 50 U.S.

states and the District of Columbia, obtain additional MLS data,

create and run successful marketing campaigns nationwide to gain brand recognition and increase our geographical reach and build a scalable

technology infrastructure.

Our Business Model

and AI Technologies

are continuously working to commercialize, enhance and refine our AI technologies and the reAlpha platform to continue generating technology-derived

Further, as part of our growth strategy, we intend to continue identifying and acquiring companies that are complementary to

our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business and

our reAlpha platform.

To advance such strategy, during 2024 we announced the acquisitions of Naamche, Inc.

and its Nepal counterpart entity

Naamche, Inc.

(collectively, “Naamche”), AiChat Pte.

Ltd (“AiChat”), Hyperfast Title LLC (“Hyperfast”)

and Debt Does Deals, LLC (d/b/a Be My Neighbor) (“Be My Neighbor”), and, since the beginning of 2025, GTG Financial, Inc.

(“GTG Financial”).

These acquisitions have added revenue, additional potential sources of revenue, technology services under

our umbrella of product offerings, and, as further described below, additional operational and service-related capabilities to the reAlpha

instance, as a result of the acquisition of Be My Neighbor and GTG Financial, our in-house mortgage brokerage that operates through the

reAlpha platform is now licensed to operate, in 30 U.S.

Additionally, because of our acquisition of Hyperfast, we now can offer

title, closing and settlement services in 3 U.S.

As a result of these acquisitions, consumers using the reAlpha platform have

access to these services directly in the platform, both through the web platform and iOS application.

We expect to continue seeking additional

strategic acquisitions that we believe will add additional sources of potential revenue and services to homebuyers using the reAlpha platform,

including, but not limited to, home-showing companies, wholesale mortgage lenders, companies providing services for post-closing services

(such as utility hookups, among others) and real estate brokerages.

Additionally, although we have already acquired two mortgage brokerage

firms and a title company, we may consider further acquisitions of companies providing such services to increase the number of U.S.

we are licensed to operate in and the potential revenue opportunities associated with expanding our geographical markets and reach of

the reAlpha platform.

shifting our focus towards the development of our AI technologies and the reAlpha platform, our operational model was asset-heavy and

are a real estate technology company developing an end-to-end homebuying platform, which we have named reAlpha (hereinafter referred to

as the “reAlpha platform”).

Our goal is to offer, through our AI-powered platform, a more affordable, streamlined experience

for those on the journey to homeownership.

The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations,

an intuitive visual interface, and certain services, including realty services, mortgage brokering services, and digital title and escrow

services within the platform.

revenue model revolves around:

(i) our homebuying services, which include realty services (e.g., assisting a homebuyer with finding, touring,

and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial

situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees) directly to

customers, mainly through the reAlpha platform, and (ii) our technology services, including software development services provided by

our subsidiaries Naamche, Inc.

Naamche”) and Realpha Nepal Pvt.

(f/k/a Naamche, Inc.

Ltd.) (“reAlpha

Nepal Pvt Limited” and together with U.S.

Naamche, “reAlpha Nepal”) to businesses and the AI-powered conversational

platform provided to customers by our subsidiary, AiChat Pte.

are continuously working to commercialize, enhance and refine our AI technologies to support our homebuying services and technology services

and to continue generating revenue.

As part of our growth strategy, we also plan to continue identifying and acquiring companies that

are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into

our business.

To advance such strategy, we have, in recent years, announced the acquisitions of reAlpha Nepal, AiChat, Hyperfast Title

LLC (“Hyperfast”), Debt Does Deals, LLC (f/k/a Be My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”)

and Prevu, Inc.

and its subsidiaries (collectively, “Prevu”), as well as the proposed acquisition of InstaMortgage Inc.

(“InstaMortgage”),

which would expand our mortgage operations by adding direct lending capabilities.

Although we previously announced and completed the acquisition

of GTG Financial, Inc.

(“GTG” or “GTG Financial”) during the fiscal year ended December 31, 2025, GTG is no longer

one of our subsidiaries as of August 21, 2025 (the “Rescission Date”).

For more information, see “Note 5–Business

Combinations – Rescission of GTG Financial Acquisition” herein.

shifting our focus towards the development of our homebuying services and technology services, 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.

distributions based on the properties’ performance as a short-term rental.

In the first quarter of 2024, we decided to halt these

operations d ue to macroeconomic conditions, such as higher interest rates, inflation, and elevated

property prices, which conditions persisted throughout the fiscal year 2024.

This led us to sell our last real property asset for such

operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment.

As a result, in the first

quarter of 2025, our board of directors approved to discontinue our short-term rental business operations entirely.

The discontinuation

of our rental business segment operations meets the criteria to be reported as discontinued operations (see “Note 16 – Discontinued

Operations” for more information).

Business Segment

The technology services segment

is currently our only reportable segment following the approval by our board of directors to discontinue our rental business segment operations

(see “Note 16 – Discontinued Operations” and “Note 17 – Segment Reporting” for more information).

Our technology services segment offers and develops AI-based products and services to customers in various industries, including, but

not limited to, real estate, retail, hospitality and education industries.

Our technology development efforts are currently focused on

the development and enhancement of the reAlpha platform.

operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted

throughout the fiscal year 2024.

This led us to sell our last real property asset for such operations, and to recognize the impairment

of goodwill and intangible assets under the rental business segment.

As a result, in the first quarter of 2025, our board of directors

(the “Board”) approved the discontinuation of our short-term rental business operations entirely and this discontinuation

meets the criteria for being reported as discontinued operations.

We currently have two reportable segments:

our homebuying services segment

and our technology services segment.

Homebuying Services

homebuying services segment consists of our (i) realty services offered by our reAlpha Realty, LLC entities (collectively, “reAlpha

Realty”) and Prevu;

(ii) mortgage brokering services offered by reAlpha Mortgage and (iii) digital title and escrow services offered

by Hyperfast.

These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking

property tours, submitting offer letters, mortgage pre-approval and closing transactions.

It also provides detailed market insights and

comprehensive property data tailored to users’ areas of interest.

seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage,

mortgage brokering, title and escrow services) within a single platform;

the integration of AI into our homebuying services offerings

and our rebate, which is further described below.

We have integrated AI into our homebuying services offerings through our development

of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered

tools for our loan officers.

“Claire” is powered by large language models and provides real-time customer support by answering

questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface.

is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.

addition to “Claire,” we use AI-powered internal tools, such as our proprietary AI-powered “Loan Officer Assistant,”

which is intended to reduce manual review time for our loan officers, and the AI-powered “Engagement Agent,” which integrates

with our customer relationship management system to automate certain intake and scheduling and other pre-application workflows for our

loan officers.

The “Loan Officer Assistant” automates key loan origination tasks, such as document collection and borrower

communication and is designed to help loan officers manage higher volumes with greater efficiency while the “Engagement Agent”

is designed to accelerate prospective borrower’s connection to loan officers for personalized support, improve prospective borrower

engagement and reduce repetitive administrative work related to the intake, follow-up and scheduling processes.

part of our strategy to differentiate ourselves from competitors and provide a customer-centric homebuying experience, we offer a rebate

to homebuyers using the reAlpha platform.

our current rebate structure, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our realty services

and an additional rebate of up to 0.5% of the home purchase price when bundling the mortgage brokering services with our realty services,

in each case subject to the limitations, terms and conditions described in the buyer agreement (the “current commission rebate”).

The current commission rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement

Prior to the implementation of the current commission

rebate in mid-January 2026, we offered a rebate whereby eligible homebuyers could receive up to 75% of the buy-side brokerage commission

paid in connection with the purchase of a home through the reAlpha platform as a rebate towards closing costs, subject to market-specific

commissions and minimums (the “historic commission rebate”).

The buy-side brokerage

commission was dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available

to a homebuyer was determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage

brokering, and digital title and escrow services.

Under this model, homebuyers could receive a 25% rebate when using only realty services,

50% when using two services and 75% when using all three services.

The update to the current commission rebate in mid-January

2026 was designed to make the rebate easier for customers to understand.

all three services (realty, mortgage brokering, and title services) are only available on the reAlpha platform for homebuyers in Florida

and Virginia.

However, two of the three services are offered to homebuyers in eight additional U.S.

states, and at least one service is

available in an additional 25 U.S.

states and the District of Columbia.

While our homebuying services are currently offered in 35 U.S.

states and the District of Columbia, we plan to offer our homebuying services (and expand the capabilities of the reAlpha platform) nationwide,

subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in each U.S.

state and the District of

Columbia, securing additional multiple listing service data, executing effective national marketing campaigns and building scalable technology

infrastructure.

Technology 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 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 revenue model revolves

around our mortgage services, title services and related homebuying services through the reAlpha platform, which is currently under limited

availability, and services offered by our subsidiaries, such as AiChat, Naamche, Be My Neighbor, Hyperfast and GTG Financial.

to expand the availability of the reAlpha platform, and services provided thereunder, nationwide, we will need to obtain the relevant

real estate and mortgage licenses in the U.S.

states we are not yet licensed in, and, until we obtain such licenses, the reAlpha platform

will remain under limited availability for homebuyers in 20 counties in Florida.

While the reAlpha platform is under limited availability,

we will continue offering standalone mortgage brokerage services through our subsidiaries, Be My Neighbor and GTG Financial, in 30 U.S.

States and digital title and escrow services through our subsidiary, Hyperfast, in 3 U.S.

We also plan to continue acquiring companies

in the real estate market that provide services relating to the homebuying process, including, but not limited to, mortgage brokerage

firms, title and escrow service providers, home insurance providers and others that are complementary to our business, which we expect

to generate revenues by offering such services through the reAlpha platform, or as standalone offerings to customers.

We expect that our

reAlpha platform will drive additional customers to these acquired companies through users interacting and buying homes on the reAlpha

platform, which will expand their overall potential customer base.

Each of our technologies,

platforms and offerings that are currently available or under active development are more fully described below.

reAlpha Platform and the reAlpha Super App TM

The reAlpha platform is an

AI-powered end-to-end, commission-free real estate platform available online and via iOS mobile application (hereinafter referred to as

the “Super App”).

The Super App was released in 2024, allowing users to search for and purchase homes on their mobile devices.

The reAlpha platform integrates Claire (our proprietary, generative-AI buyer’s agent), licensed human agent support, and homebuying

tools, including mortgage, title, and escrow services.

The reAlpha platform and the Super App are currently under limited availability

for homebuyers located in 20 counties in Florida while we are seeking brokerage and real estate licenses in additional U.S.

order to operate in such states.

Key features of the reAlpha

platform and the Super App currently include:

(i) commission-free homebuying, making home ownership more affordable and transparent;

Claire, the AI real estate agent, that provides 24/7 real-time support and answers to questions related to purchasing a property;

AI algorithms to provide personalized property matches and recommendations;

(iv) concise summaries of real estate documents, including

inspection and settlement reports;

(v) additional guidance by our dedicated team of licensed real estate agents, on a no-cost and no-obligation

and (vi) end-to-end assistance in transactions for homebuyers, including finding a home, negotiating an offer, applying and receiving

approval on mortgages and providing title and closing services.

Our goal is to continuously enhance and expand the capabilities and offerings

under the reAlpha platform and Super App as we continue to acquire complementary businesses.

The reAlpha platform and Super

App generate revenue by providing homebuying services to customers using our platform.

The reAlpha platform currently provides two homebuying

(i) mortgage brokering and (ii) title services.

By providing such services directly in the reAlpha platform or Super App, we

are able to capture the revenue associated with those services.

The revenue we may generate by providing these services will vary per

transaction based on factors such as home price, transaction term, down payment percentage, mortgage usage and overall market conditions.

While we have already acquired title and mortgage brokerage companies, we expect to create additional revenue stream opportunities by

further expanding our capabilities and services provided under the reAlpha platform through additional acquisitions.

These acquisitions

will target companies that provide mortgage brokering and title services in additional U.S.

states that we are not yet licensed in, and

companies that provide additional services not yet offered in the reAlpha platform, such as, but not limited to, post-closing services

– such as moving, utility hookups, and monitoring of neighborhood values and property taxes.

Traditionally,

brokerage buy-side commissions typically range from 2.5% to 3% of a home’s sale price, depending on the market.

By using the reAlpha

platform, we provide a rebate or refund of such buy-side commissions, if any, to the homebuyer by applying such buy-side commissions towards

closing costs or by adding the refund to a homebuyer’s down-payment, as applicable and subject to market-by-market minimums, effectively

lowering the interest rate associated with the purchase of such property.

To the extent there are no buy-side commissions that are not

covered by such refund or revenue generated from the services we provide, we will not generate revenue through the reAlpha platform’s

existing pricing model.

Our technology services segment

(i) software development services provided by reAlpha Nepal to us and third parties and (ii) the AI-powered conversational platform

provided to customers by AiChat.

We expect that our technology services segment will benefit from the current 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.

reAlpha Nepal’s

Software Development Services

Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha

platform and to third parties.

For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing

“Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.” reAlpha Nepal

also provides monthly technology support services to third parties.

AiChat’s Conversational Platform

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in the APAC region, including Facebook Messenger, WhatsApp, Instagram, LINE, and KakaoTalk.

AiChat also offers clients the ability to

AiChat also offers customers the ability to

integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them

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Through these capabilities, AiChat is able to

offer clients a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its

AI agents and chatbot capabilities, to completing the purchase through WhatsApp.

offer customers a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via

its AI agents and chatbot capabilities, to completing the purchase through WhatsApp.

AiChat’s technology

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as well as performance-based pricing for specific integrations and services, such as automated marketing campaigns and e-commerce automation.

GENA is an AI tool that is

other AI and non-AI technologies and be used internally to simplify the process of generating personalized home descriptions.

designed for both realtors and hosts (e.g., someone that owns a property listed on Airbnb’s platform, or any other online marketplaces

for short- and long-term properties), that creates personalized descriptions that we believe will give users a competitive edge in the

For Realtors .

offers a feature that generates advertising content directly from uploaded images and they can be used by realtors to advertise their

listed properties, eliminating the need for professional copywriters and other costly marketing tools.

simply enter the basic details about their listing, and GENA will write professional property descriptions for the property that they

can use for their own marketing materials.

GENA can also create social media content, such as posts for various social media platforms

including, but not limited to, Facebook, Instagram, and LinkedIn, which we believe can save a realtors’ time to instead focus on

converting more leads into customers.

Finally, GENA also creates short-form videos (“Reels”) that highlight the best features

of a realtor’s listing.

These Reels can be posted and used for advertising content on TikTok, Instagram, or any other social media.

features that simplify the process of creating descriptions for listings in online marketplaces for real estate properties, such as Airbnb,

VRBO, Booking.com, and other such platforms.

Our app will automatically organize these descriptions into sections, making it easy to highlight

key features of a space and provide important information about guest access.

Additionally, GENA includes the proximity data of attractions

near the property (e.g., restaurants, museums, areas of interest for tourists in the area and others), making it easier to highlight those

for the host.

was released under limited availability in November 2023, and was fully released to the public in March 2024.

GENA is currently free for

all users while we continue to promote and advertise the product.

This is subject to change as we experiment with different pricing models

and as GENA grows and matures over time.

GENA is not currently under active development but remains available to users for free.

Our Growth Strategies

Our goal is to create sophisticated

AI algorithms and tools that optimize the homebuying process for homebuyers.

In order to advance such goal, we must grow our core business

operations in the property technology market, or “proptech” market, by continuously innovating, improving and expanding the

capabilities of our existing technology offerings, including the reAlpha platform, for such market.

Our goal is to develop an

end-to-end platform that streamlines homebuying transactions through integrated brokerage, mortgage brokering, and title services and

utilizes sophisticated AI algorithms and tools that optimize the homebuying process for homebuyers.

In order to advance this goal, we

plan to grow our core business operations in the property technology (“proptech”) market by continuously innovating, improving

and expanding the capabilities of our existing technology offerings, including the reAlpha platform, for such market.

Our growth strategies are

focused on facilitating the development and deployment of AI-based technologies to serve homebuyers in the real estate industry.

a strong focus on research and development (“R&D”), which is pursued through our internal efforts as well as strategic

acquisitions of and investments in AI-related companies through a balanced opportunistic approach that includes (i) organic, (ii) inorganic,

and (iii) partner-driven components:

focused on strategically acquiring companies that complement our current offerings and facilitating the development and deployment of

AI-based technologies to serve homebuyers in the real estate industry.

We have a strong focus on research and development (“R&D”),

which is pursued through our internal efforts as well as strategic acquisitions of and investments in AI-related companies through a balanced

opportunistic approach that includes (i) organic, (ii) inorganic and (iii) partner-driven components:

Organic growth .

Achieved through our own internal R&D efforts.

We are constantly working to improve the reAlpha platform and develop new AI-based technologies with the goal of providing our customers with the best possible experience when using our reAlpha platform.

Achieved through our internal R&D efforts.

We are constantly working to improve the reAlpha platform, develop new and refine existing AI-based technologies, such as “Claire,” the AI-powered “Loan Officer Assistant” and “Engagement Agent,” and leverage technology to streamline the homebuying transaction process with the goal of providing our customers with the best possible experience when using our reAlpha platform.

Inorganic growth .

Achieved through

strategic acquisitions.

Recognizing that the field of AI is rapidly evolving, and to position ourselves as a leader in leveraging AI to

drive growth and create value to our stockholders, we actively seek out opportunities to acquire either AI-driven technologies that complement

our existing capabilities.

By strategically integrating these acquisitions into our portfolio of standalone offerings or under the reAlpha

platform, we can leverage their capabilities, expertise and intellectual property to accelerate our growth and expand our competitive

advantage in the market.

Achieved through strategic acquisitions of complementary businesses in the real estate and AI industries.

Recognizing that the field of AI is rapidly evolving, and to position ourselves as a leader in leveraging AI to drive growth and create value to our stockholders, we actively seek out opportunities to acquire AI-driven technologies that complement our existing capabilities.

By strategically integrating these acquisitions into our portfolio of standalone offerings or under the reAlpha platform, we can leverage their capabilities, expertise and intellectual property to accelerate our growth and expand our competitive advantage in the market.

Partner-driven growth .

Achieved through strategic investments in start-up companies.

We have made strategic investments in two start-up companies that align with our vision and augment our AI-centric growth strategy (see “Research and Development” below).

Achieved through strategic investments in start-up companies that complement our existing offerings and enhance our AI-centric growth strategy.

We pursue investment opportunities in companies whose technologies support innovation across our platform, including areas such as artificial intelligence and cybersecurity.

Through these investments, we aim to strengthen our technological capabilities, expand our enterprise and operational capabilities, and enhance the breadth and functionality of the reAlpha platform (see “Research and Development” below).

Deepen our Technology Offerings to Customers

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(i) services and (ii) products.

These acquisitions will serve the purpose of solidifying our core business of providing each distinct service related to the real estate homebuying process through the reAlpha platform.

We intend to focus on entities that offer various services related to buying or selling properties, including, but not limited to, mortgage and financing services, title insurance and lookup, moving services, agencies/brokerages and escrow services.

We intend to pursue opportunities to acquire proptech companies focused on providing technology or AI solutions for distinct stages of the real estate homebuying process, from property search, to mortgage or financings and post-closing services.

We believe these entities will further enhance the reAlpha platform’s capabilities and improve the ability of our loan officers and real estate agents to complete transactions more efficiently, with the goal to be a comprehensive, end-to-end platform that will reduce overall costs related to purchasing a home.

we believe these strategic acquisitions will also serve the purpose of broadening the reach of our services and technologies by integrating

the existing customer base of each of these acquired companies, which may include larger real estate enterprise clients, or to at least

facilitate our entry into the market for such larger clients.

We believe this approach will also lower our expenses related to obtaining

real estate industry clients, given the high cost associated with acquiring larger clients as a first time client, since these acquisitions

will bring us already existing clientele in this market, or, alternatively, serve as way for us to enter this market without the high

costs associated with initial barriers to entry or to acquire such clients for the first time.

To further assist our growth,

we acquired Naamche Inc., a company that provides services related to the development of technology, AI and applications, as well as other

technology support as needed, and its Nepal counterpart Naamche, Inc.

(collectively, “Naamche”).

Also, In September

2021, we acquired a 25% stake in Carthagos Inc.

(“Carthagos”), a company headquartered in Brazil.

Carthagos provides services

related to branding, marketing, and design.

Also in 2021, we opened an international office located in Bengaluru, India operating under

the entity reAlpha Techcorp Private Limited.

The purpose of this office is to provide back-office support such as marketing, search engine

optimization, finance, and accounting.

Additionally, in September 2024, we invested in XMore.AI, a company that provides AI-driven cybersecurity

These acquisitions will serve the purpose of solidifying our core business of providing homebuying services through the reAlpha platform.

We intend to focus on entities that offer various services related to the homebuying journey, including, but not limited to, mortgage and financing services, title insurance and lookup, moving services and escrow services.

We intend to pursue opportunities to acquire proptech companies focused on providing technology or AI solutions for distinct stages of the homebuying process, from property search, to mortgage or financings and post-closing services.

We believe these entities will further enhance the reAlpha platform’s capabilities and improve the ability of our loan officers and real estate agents to complete transactions more efficiently, with the goal of offering a comprehensive, end-to-end platform that will streamline the homebuying process for customers.

In addition to pursuing strategic

acquisitions, we have previously made investments in companies offering synergistic technologies.

For example, in September 2021, we acquired

a 25% stake in Carthagos Inc.

(“Carthagos”), a company that provides services related to branding, marketing, and design.

Additionally, in September 2024, we invested in XMore AI, Inc.

(“XMore.AI”), a company that provides AI-driven cybersecurity

solutions that is creating an AI product that consolidates multiple cybersecurity tools into one place, which we expect to integrate in

our business to bolster our cybersecurity efforts in the future.

These smaller investments and acquisitions are the first steps towards

expanding our footprint and realizing our vision for growth, and we intend to continue seeking opportunities in these industries to strengthen

our position as a provider of real estate solutions.

The real estate market has

been in a period of transition, which is now adjusting to higher interest rates, inflationary pressures and broader economic uncertainty

following a period of significant growth.

This transition resulted in a small change in market activity, mainly in the single-family home

segment, while demand in certain segments like multifamily housing remains relatively stable.

Nevertheless, the proptech market, which

refers to the application of technology solutions within the real estate industry, has experienced growth and remained active during 2024.

Also, because the proptech market is currently a fragmented landscape, characterized by the presence of thousands of solutions, each addressing

a specific component within the life cycle of a real estate asset, we intend to position ourselves as a leader in that industry by offering

homebuyers an end-to-end platform, the reAlpha platform, that assists and guides homebuyers in every step of the homebuying journey process,

including mortgage brokering, title and escrow services, market insights and other services and offerings provided through the reAlpha

platform and Super App.

Though such partner-driven growth is no longer the focus of our growth

strategy, these investments reflect our commitment to innovation and the development of AI-based technologies.

The real estate market in

the United States continued to be in a period of transition in 2025, adjusting to mortgage rates declining to nearly 6% by year-end amid

moderating inflation and lingering economic uncertainty that continued to pressure affordability and contribute to broader economic uncertainty.

This transition resulted in subdued sales at 30-year lows mainly in the single-family home segment, while multifamily market fundamentals

were supported by continued renter demand and relatively stable occupancy levels.

Nevertheless, the proptech market, which refers to the

application of technology solutions within the real estate industry, experienced continued growth during 2025.

In addition, because the

proptech market is currently a fragmented landscape, characterized by the presence of thousands of solutions, each addressing a specific

component within the life cycle of a real estate asset, we intend to position ourselves as a leader in that industry by offering homebuyers

an end-to-end platform, the reAlpha platform, that assists and guides homebuyers in every step of the homebuying journey process, including

realty, mortgage brokering, title and escrow services, market insights and other services and offerings provided through the reAlpha platform

and our iOS application (Real Estate Super App).

Proptech Market Recent Trends and Developments

to a report by Ascendix, the total global proptech market size reached $40.58 billion in 2024, and they anticipate that this market may

grow to an estimated value of $179.03 billion by 2034.

The industry is split into a wide range of categories including solutions for real

estate professionals, financial technology software, brokerage and agent software, construction technologies, property and facility management,

applications for investors and venture capitalists, and climate-related technologies.

to a report by Precedence Research, the total global proptech market size reached $47.08 billion in 2025, and Precedence Research anticipates

that this market may grow to an estimated value of $185.31 billion by 2034.

The industry is split into a wide range of categories including

solutions for real estate professionals, financial technology software, brokerage and agent software, construction technologies, property

and facility management, applications for investors and venture capitalists, and climate-related technologies.

proptech market includes a wide range of innovative solutions that we believe have the potential to provide significant benefits to real

estate professionals and in various aspects of such market, including:

estate professionals, loan officers and in various aspects of the broader real estate market, including:

Increased Efficiency .

Proptech solutions can streamline processes such as property search, transaction management, and property management, potentially leading to cost savings and improved operational efficiency for all its intended users, such as buyers, sellers, brokers, and investors.

Proptech solutions can streamline processes such as property search, transaction management, document collection, borrower communication and scheduling, potentially leading to cost savings and improved operational efficiency for all its intended users, such as buyers, sellers, real estate agents and loan officers.

Enhanced Transparency .

Technologies like virtual tours and data analytics platforms can increase transparency for buyers and renters, allowing for more informed decision-making.

Technologies like virtual tours and data analytics platforms can increase transparency for buyers and sellers, allowing for more informed decision-making.

Improved Accessibility .

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Proptech has the potential to disrupt traditional brokerage models, with online platforms offering more cost-effective alternatives.

to the most recent yearly report published by Houlihan Lokey, despite the macroeconomic uncertainty in the real estate market during 2024,

including high interest rates and inflation, there was a $4.3 billion in growth equity and debt investments into U.S.

proptech companies

and start-ups.

From 2023 to 2024, the average proptech investment size into these U.S.

proptech companies increased from approximately

$36.3 million to $59.6 million, or 64.19%, respectively.

The mergers and acquisitions market for proptech companies remained active in

2024, though there was a slight decline compared to the previous year.

In 2024, 90 mergers and acquisitions were completed, down from

Macroeconomic

factors also play a major role in the demand and financing for real estate investments, and, in turn, a demand for solutions provided

by proptech, which include:

factors also play a major role in the demand and financing for real estate services, and, in turn, a demand for solutions provided by

proptech, which include:

Interest Rates .

In 2024, the United States Federal Reserve (the “Federal Reserve”) implemented a series of interest rate cuts, reducing the interest rate from 5.25%–5.50% in July 2024 to 4.25%–4.50% by December 2024.

In March 2025, however, the Federal Reserve held interest rates, signaling a potential concern about inflation or stagflation.

These initial interest rate reductions were implemented by the Federal Reserve to combat inflation and to stimulate economic activity, including the housing market.

Since then, following these interest rate cuts, there was a notable increase in mortgage applications in 2025, with a 9% increase in home-buying applications, which we believe indicates a heightened buyer interest since the interest rate cuts were implemented.

However, challenges such as elevated home prices and limited inventory persist, which can influence overall homebuyer demand.

Although inflationary pressures erode purchasing power of homebuyers and impact the overall affordability of real estate, such pressures could lead to price moderation in some housing markets in the future if demand in such markets decreases significantly due to homebuyers having less purchasing power generally, which can potentially offset some of the negative effects of inflation on overall housing affordability.

As of January 2025, the Consumer Price Index (“CPI”) for all items in the United States increased by 3.0% compared to the same period in the previous year, based on data from the U.S.

Bureau of Labor Statistics.

This is a slight increase from the 2.9% annual rate observed in December 2024.

In 2025, the United States Federal Reserve (the “Federal Reserve”) initially maintained the federal funds target range at 4.25%–4.50% through mid-year, including at the January and July meetings, before implementing a series of reductions in the latter part of the year, lowering the range to 4.00%–4.25% in September, 3.75%–4.00% in October and 3.50%–3.75% in December.

Following these interest rate reductions, mortgage application activity showed periodic increases in late 2025 and early 2026, with industry data indicating that overall mortgage application volumes increased by more than 20% on a week-over-week basis during early January 2026 and purchase mortgage applications increased by mid-teen percentages from prior levels.

In addition, mortgage applications for new home purchases increased by approximately 2.5% on a year-over-year basis towards the end of 2025, reflecting modest improvement in new home purchase activity toward year-end.

Despite these increases, mortgage application levels remained below longer-term historical averages, even as affordability metrics showed signs of improvement, reflecting that affordability conditions had not yet returned to levels sufficient to support a full recovery in mortgage demand.

Inflation continued to affect the purchasing power of homebuyers through 2025, influencing housing affordability, monthly payment burdens, and broader household budgeting considerations relevant to home purchase decisions.

According to the U.S.

Bureau of Labor Statistics, the Consumer Price Index for all items increased by 2.7% throughout 2025, reflecting a moderation in inflation compared to prior years but remaining above the Federal Reserve’s long-term target.

While easing inflationary pressures and declining interest rates towards the end of 2025 provided some relief to prospective homebuyers, elevated prices for housing, goods, and services continued to impact consumers’ savings capacity and affordability considerations for individuals evaluating homeownership.

Maturing Debt .

According to the Mortgage

Bankers Association, approximately $957 billion of commercial real estate debt in the United States is maturing in 2025.

The effect of

this debt maturing could lead to significant challenges and impacts on the commercial real estate market and financial sector.

This substantial

amount of debt maturing in a single year raises concerns about the refinancing of properties purchased at lower mortgage rates, potential

increase loan default levels and broader economic repercussions.

For instance, the maturity of such a large volume of commercial real

estate debt can strain borrowers who may face difficulties refinancing or repaying these loans, potentially leading to an increase in

This situation could trigger a ripple effect across the real estate market, impacting property values, investment decisions

and overall market stability.

According to S&P Global Market Intelligence reports from late 2025, approximately $936 billion of U.S.

commercial real estate mortgages mature in 2026, up 18.6% from 2025.

The effect of this debt maturing could lead to significant challenges and impacts on the commercial real estate market and financial sector.

This substantial amount of debt maturing in a single year raises concerns about the refinancing of properties purchased at lower mortgage rates, potential increase in loan default levels and broader economic repercussions.

For instance, the maturity of such a large volume of commercial real estate debt can strain borrowers who may face difficulties refinancing or repaying these loans, potentially leading to an increase in defaults.

Economic Uncertainty .

Recent economic indicators suggest a potential slowdown of the economy and elevated risk of a recession, and the Federal Reserve is remaining cautious in its approach to interest rate cuts due to persistent inflation and potential stagflation.

The Federal Reserve has also highlighted recently the need to assess the effects of recent policy changes on the economy, including the recent tariffs imposed on certain consumer goods by the current administration.

These factors contribute to an overall climate of economic uncertainty that may affect both the housing market and demand for proptech solutions, given that consumers may be hesitant to spend or take on debt due to such economic uncertainty.

As a result, these factors could further strain consumer purchasing power and reduce demand in the housing market.

Recent economic indicators reflect continued uncertainty in the U.S.

economic environment, including moderated economic growth, easing but still elevated inflation levels, and financial conditions that remain restrictive relative to historical norms.

While inflationary pressures moderated during 2025, elevated price levels and borrowing costs continued to affect consumer purchasing power and spending behavior.

In addition, labor market conditions showed signs of gradual cooling, and business and consumer sentiment remained sensitive to changes in monetary policy, financial market conditions, and broader macroeconomic developments.

Recent trade policy actions, including the imposition or continuation of tariffs on certain goods, have also contributed to cost pressures and uncertainty for consumers and businesses.

Collectively, these factors contribute to ongoing uncertainty in interest-rate-sensitive sectors such as housing and may affect homebuyer confidence, transaction activity, and demand for technology-enabled real estate solutions, as consumers may remain cautious when making large financial commitments amid evolving economic conditions.

Cyclicality and Seasonality.

Residential real estate activity in the United States is inherently cyclical and exhibits seasonal patterns.

Transaction volumes and financing activity generally fluctuate in response to broader economic conditions, including changes in interest rates, inflation, employment trends, and consumer confidence, and tend to vary over economic cycles.

In addition, residential real estate markets historically experience higher levels of activity during the spring and summer months and lower levels of activity during the fall and winter months.

These cyclical and seasonal characteristics are widely observed across the housing industry and influence overall market activity and transaction dynamics.

Real Estate Market Recent Trends and

real estate market in 2024 experienced changes primarily influenced by ongoing economic conditions and shifting consumer preferences.

Despite persistent high mortgage rates, which averaged between 6% and 7%, the demand for single-family homes remained robust, resulting

in a notable increase in U.S.

home prices by 3.9% year-over-year.

This trend reflects broader market observations, with shifts in consumer

preferences leading to increased interest in suburban areas, where housing options tend to be more affordable and spacious.

areas continue to attract buyers, ongoing affordability challenges in city centers have resulted in a growing number of buyers exploring

suburban markets, where housing is often more accessible and amenities are increasingly being developed to meet such evolving demand.

market also faced challenges related to affordability.

The high mortgage rates led to decreased purchasing power for many buyers, contributing

to longer listing periods for homes and an overall decline in sales volume.

Reports indicated that homes were taking a median of 54 days

to sell, a slight increase from previous years, reflecting cautious buyer sentiment amidst economic uncertainty.

Additionally, while inventory

levels began to rise, they remained below historical averages, contributing to a shift towards a more balanced market, with conditions

increasingly favoring buyers due to more price reductions and longer times on the market.

real estate market in 2025 experienced changes primarily influenced by ongoing economic conditions, elevated mortgage rates, and a constrained

housing supply.

Despite persistent high mortgage rates, which averaged between 6% and 7% for much of the year, demand for single-family

homes remained relatively stable, contributing to a modest increase in U.S.

home prices of approximately 1.7% year-over-year.

home sales activity, however, remained near historical lows, with total transactions hovering around four million units, reflecting continued

affordability pressures and limited turnover among existing homeowners.

the same time, market conditions in 2025 reflected a slower home sales transaction rate and increasing time on market as affordability

pressures persisted.

According to national housing inventory data, the median number of days that homes remained on the market increased

to approximately 73 days by the end of 2025, compared with shorter listing times in prior years, indicating reduced transaction urgency.

Active housing inventory also grew during the year, with Realtor.com reporting a double-digit year-over-year increase in listings, although

total supply remained below long-term historical levels, thereby limiting significant downward pressure on prices.

These trends, combined

with a higher incidence of price adjustments in specific markets, underscored a slower overall market pace and more balanced market conditions

relative to recent years.

Technological

advancements continued to reshape the real estate landscape in 2024.

advances continued to reshape the real estate landscape in 2025.

For instance, the integration of digital tools such as virtual listing,

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Furthermore, legislative

changes aimed at increasing housing supply, including new regulations supporting accessory dwelling units, are expected to provide more

affordable options for buyers in the coming years.

while the real estate market in 2024 demonstrated resilience with rising prices and strong demand for suburban homes, it also grappled

with affordability challenges and evolving buyer preferences.

As we move forward, understanding these dynamics will be crucial for adapting

strategies and offerings within the market.

changes aimed at increasing the housing supply, including new regulations supporting accessory dwelling units, are expected to provide

more affordable options for buyers in the coming years.

the real estate market in 2025 reflected a combination of price stability, moderated demand, and continued affordability challenges amid

evolving economic and market conditions.

As we move forward, understanding these dynamics will be crucial for adapting strategies and

offerings within the market.

Research and Development

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As a result, we believe our success, in part, will depend on our ability to build and enhance our technology

and artificial intelligence capabilities in a timely and efficient manner and to develop and introduce those technologies.

these objectives, we have made research and development investments and acquisitions to facilitate the development of our technologies,

and we may explore in the future third-party licensing agreements.

and AI capabilities in a timely and efficient manner and to develop and introduce those technologies.

To achieve these objectives, we

have made research and development investments and acquisitions to facilitate the development of our technologies, and we may explore

in the future third-party licensing agreements.

As an example, we acquired

Naamche, a company that provides services related to the development of technology, AI and applications, as well as other technology support

Naamche, to date, has assisted us in research and development of our proprietary algorithms and other technologies.

Additionally,

through investments, we collaborate with other companies.

For instance, in September 2021, we acquired a 25% stake in Carthagos Inc.

(“Carthagos”),

a company headquartered in Brazil.

reAlpha Nepal in May 2024, a company that provides services related to the development of technology, AI and applications, as well as

other technology support as needed.

reAlpha Nepal, to date, has assisted us in research and development of our proprietary algorithms

and other technologies.

Additionally, through investments, we collaborate with other companies.

For instance, in September 2021, we acquired

a 25% stake in Carthagos.

Carthagos provides services related to branding, marketing and design.

Additionally, in September 2024,

we invested in XMore.AI, a company that provides AI-driven cybersecurity solutions that is creating an AI product that consolidates multiple

cybersecurity tools into one place, which we expect to integrate in our business to bolster our cybersecurity efforts in the future.

smaller investments and acquisitions serve as the initial steps towards expanding our footprint and realizing our vision for growth, and

we intend to continue seeking opportunities in these industries to strengthen our position and ability to effectively compete in the industry

we operate in.

Additionally, in September 2024, we invested

in XMore.AI, a company that provides AI-driven cybersecurity solutions that is creating an AI product that consolidates multiple cybersecurity

tools into one place, which we expect to integrate in our business to bolster our cybersecurity efforts in the future.

These smaller investments

and acquisitions serve as the initial steps towards expanding our footprint and realizing our vision for growth.

To further facilitate our

research and development efforts, as well as business operations, in 2021 we opened an international office located in Bengaluru, India

operating under our wholly-owned subsidiary, reAlpha Techcorp Private Limited.

They provide back-office support such as marketing, search

engine optimization, finance and accounting.

research and development efforts, as well as business operations, in 2021 we opened reAlpha Techcorp Private Limited (“reAlpha India”),

our international office located in Bengaluru, India operating under our majority-owned subsidiary.

reAlpha India provides back-office

support such as marketing, finance and accounting services.

Competition and Competitive Strengths

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sources in our technology services segment.

We believe that we will continue to face competition from other firms, including large technology

companies and smaller, new real estate technology entrants while developing our AI-based technologies.

We believe that we will continue to face competition from other companies, including large

technology companies and smaller, new real estate technology entrants while developing our AI-based technologies.

Real Estate Technology Market

The market in which we operate

our business and the reAlpha platform is rapidly evolving, competitive and has relatively low barriers to entry.

As a result, there are

a number of established and emerging competitors in the proptech market.

For instance, we would face competition from other real estate

platform companies such as Zillow (NASDAQ:

Z), Rocket Mortgage, LLC (NYSE:

RKT) (“Rocket Mortgage”) and Homes.com, as well

as a range of emerging new entrants such as Tryhoma, Linkhome AI and FlyHomes, Inc.

our business is rapidly evolving, competitive and has relatively low barriers to entry.

As a result, there are a number of established

and emerging competitors in the proptech market.

For instance, we would face competition from other real estate platform companies such

as Opendoor Technologies Inc.

OPEN) (“Opendoor”), Offerpad Solutions Inc.

OPAD), Zillow (NASDAQ:

Z) (“Zillow”),

Rocket Mortgage, LLC (NYSE:

RKT) (“Rocket Mortgage”) and Homes.com, as well as a range of emerging new entrants such as Tryhoma,

Linkhome AI and FlyHomes, Inc.

(“Flyhomes”).

These platforms offer a

variety of solutions and services to homebuyers, and we may compete with these companies in both the real estate mortgage brokerage industry

or real estate technology market.

Our key competitive factors in the real estate

technology market include:

These platforms offer a variety of solutions and services to homebuyers, and

we may compete with these companies in both the real estate mortgage brokerage industry or real estate technology market.

Key factors that affect our competitive position

in the real estate technology market include:

our technology’s features, quality and functionality being developed;

security and trust;

cloud-based architecture;

our proprietary technology to make objective and strategic investments in property and market selection.

We seek to differentiate ourselves

from competitors through the integration of AI into our technologies for the real estate technology market, as well as by offering through

the reAlpha platform a commission-free model to purchase homes and the ability to offer homebuyers a refund on certain commissions payable

by such homebuyers.

We believe that our integration of AI into our technologies will be a significant differentiator from our competitors’

potential offerings for our target audience of real estate professionals and investors.

Our technologies are continuously

developed to provide exceptional quality and functionality.

We believe this dedication to innovation sets us apart from competitors and

allows us to deliver superior user experiences.

We also prioritize the security and trust of our users and investors.

We believe that

by implementing robust security measures and ensuring data integrity, we will be seen as a reliable and trustworthy choice by homebuyers

in the real estate technology market.

Further, our cloud-based architecture

offers scalability, flexibility, and seamless accessibility.

We believe that this infrastructure will enable us to handle increasing volumes

of data and transactions efficiently, empowering us to deliver a seamless user experience and respond swiftly to evolving market demands.

We believe that our focus

on innovation, security, and scalability gives us a competitive edge in the real estate technology space.

geographic availability of our real estate services;

brand quality and recognition.

We believe that our principal

competitive advantage is the vertical integration of real estate brokerage, mortgage brokering, title and escrow services within a single

AI-powered platform – namely, the reAlpha platform.

The reAlpha platform is designed to provide an end-to-end homebuying experience

that enables a homebuyer to search for a property, obtain mortgage financing, and close title and escrow services through a unified workflow.

Through our subsidiaries and acquired businesses, we currently hold real estate brokerage licenses in 13 U.S.

states and Washington, D.C.,

mortgage brokerage licenses in 31 U.S.

states, and title agency licenses in 3 U.S.

If the proposed acquisition of InstaMortgage

is consummated, we expect to add direct mortgage lending capabilities, which we believe would further differentiate our business by allowing

us to capture origination revenue in addition to brokerage fees.

We also offer eligible homebuyers the current commission rebate, which

allows eligible homebuyers to receive a portion of the broker commission as a credit at closing.

We believe this rebate is responsive

to increasing customer demand for transparency in real estate transaction costs following the implementation of practice changes in connection

with the National Association of Realtors® (“NAR”) settlement.

In addition, “Claire,”

our proprietary customer-facing digital homebuying concierge, is integrated into the reAlpha platform to provide real-time buyer support

by answering questions and guiding users through each step of the homebuying journey, which we believe will improve customer engagement

relative to traditional brokerage models.

Our internal AI-powered “Loan Officer Assistant” and “Engagement Assistant”

are designed to enhance the productivity of our loan officers and reduce administrative burdens.

The “Loan Officer Assistant”

automates the classification, extraction, and validation of borrower documents and serves as a quality-control layer that flags inconsistencies

before files advance to underwriting, which we believe reduces manual review time per loan and allows loan officers to dedicate more time

to customer-facing activities.

Our internal AI-powered “Engagement Assistant” integrates with our customer relationship management

system to automate lead intake, borrower qualification, appointment scheduling, and personalized follow-up communications, enabling timely

initial outreach to prospective borrowers and consistent engagement informed by borrower intent signals.

We believe these AI-powered tools

address a critical gap in the mortgage origination process, as industry research suggests that response time is a significant driver of

borrower conversion, and our AI-enabled workflow is designed to ensure that qualified leads receive prompt attention and are efficiently

routed to licensed loan officers.

“Claire,” the

internal AI-powered “Loan Officer Assistant” and the internal AI-powered “Engagement Agent” are intended to reduce

customer acquisition costs, improve lead-to-close conversion rates, and create a more streamlined homebuying process for customers and

a differentiated recruitment proposition for experienced loan officers.

However, many of our current and potential competitors have significantly

greater financial, technical, marketing, and other resources than we do, and there can be no assurance that we will be able to compete

effectively or that our competitive advantages will be sustained.

As we navigate the competitive

landscape, we remain committed to continuously enhancing our technology offerings, fortifying our security measures, and leveraging cloud-based

We believe that these efforts position us as a frontrunner in transforming the homebuying landscape through our AI-driven

landscape, we remain committed to continuously enhancing our technology offerings, fortifying our security measures, and leveraging the

advantages of AI-based technologies.

Intellectual Property

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protection cannot be achieved.

As of the date hereof, we have registered trademarks for “ReAlpha”

and “Invest in Real.” Our U.S.

trademark applications for “ReAlpha HUMINT,” “BnBGPT,” “Vacation

Capitalist” and “Gena.AI” have been abandoned, but we may plan to re-file for these at some time in the future.

non-provisional patent for “reAlpha BRAIN” filed on September 14, 2022, has also been abandoned;

but we may try to revive

the application, if permitted.

of the date hereof, we have registered trademarks for “ReAlpha,” “Invest in Real,” “P PREVU” and

“Real Estate Super App.” We permitted the lapse of our “No Fees, Just Keys” U.S.

trademark in August 2025, amongst

others, following changes to our business model.

Our non-provisional patent for “reAlpha BRAIN” filed on September 14, 2022,

has also been abandoned;

but we may apply for other patents in the future.

trademark registrations and applications are reflected in the chart below.

We are also using certain other marks that have not been

registered, such as, reAlpha AI, Gena.AI, and reAlpha BRAIN.

We may choose to add new or retire old trademarks for these technologies

as the landscape of such technologies keeps changing rapidly.

registered, such as reAlpha AI.

We may choose to add new or retire old trademarks for our technologies as we continue to grow our business.

Trademark Registrations and Applications (1)

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reAlpha Tech Corp.

No Fees Just Keys

reAlpha Tech Corp.

The trademarks listed represent our material trademark registrations and pending applications.

The table is not intended to be a comprehensive list of all trademark applications or registrations.

We may pursue additional trademark applications or discontinue use of certain marks in the ordinary course of business.

A trademark registration does not expire after a set period of time, and may remain in effect as long as the owner continues to use the trademark in commerce and timely files the required registration maintenance documents.

We intend to continue to apply for patents when applicable to try to

protect intellectual property regarding our technologies, algorithms and platforms.

Our provisional patent application for reAlpha BRAIN,

which was abandoned, is based on a system for analyzing, evaluating, and ranking properties

using artificial intelligence.

may apply for patents when applicable to try to protect intellectual property related to our technologies, algorithms and platforms.

Trade Secrets and Contractual Protections

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include confidentiality agreements, employee invention assignment agreements, and non-disclosure agreements with business partners.

We recognize that the real

estate and technology landscape is rapidly evolving, and as such, we remain committed to strengthening and expanding our intellectual

property portfolio.

By continuously developing, acquiring, and protecting our proprietary assets, we aim to maintain a competitive advantage

while supporting the long-term growth of our business.

We recognize that the technology

landscape is rapidly evolving, and as such, we remain committed to strengthening and expanding our intellectual property portfolio.

continuously developing, acquiring, and protecting our proprietary assets, we aim to maintain a competitive advantage while supporting

the long-term growth of our business.

Sales and Marketing

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Governmental Regulation

Laws and Regulations Regarding our Business and Industry

operate in heavily regulated industries that are highly focused on consumer protection.

This extensive regulatory framework we are subject

to includes U.S.

federal, state and local laws.

Governmental authorities and various U.S.

federal and state agencies have broad oversight,

supervision, and enforcement authority over our business.

Because we are not a depository institution, we must comply with state licensing

requirements to conduct our business.

We expect that we will incur significant costs to comply with licensing and other legal requirements

under the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (“the SAFE Act”) and the Dodd-Frank Act, among others,

in connection with our mortgage loan origination business.

We are currently licensed in a total of 30 U.S.

states to conduct our residential

mortgage origination operations in the United States, and we are seeking to become licensed in all 50 states and the District of Columbia.

As required by state law, we have applicable state licenses to enable us to act as a mortgage broker, real estate brokerage, and operate

our reAlpha platform that may offer these services or facilitate the origination of mortgage loans thereunder by referring such homebuyers

to our subsidiaries that offer such services.

The licensing process includes the submission of an application to the relevant state agency,

a character and fitness review of key individuals, registration of application and documentation through the Nationwide Multistate Licensing

System and Registry (“NMLS”), and an administrative review of our business operations.

We are also supervised by regulatory

agencies under U.S.

In addition, Fannie Mae and Freddie Mac (collectively, the “GSEs”) and the Federal Housing

Finance Agency (“FHFA”), Ginnie Mae, Federal Trade Commission (“FTC”), U.S.

Department of Housing and Urban Development

(“HUD”), Federal Housing Administration (“FHA”), Consumer and Finance Protection Bureau (“CFPB”),

non-agency securitization trustees and others subject us to periodic reviews and audits.

Some regulations, including the Fair Housing

Act and the Home Mortgage Disclosure Act, also regulate our mortgage brokerage operations to prohibit discriminatory lending practices

as well as housing discrimination.

The manner in which we may advertise our business, operations and reAlpha platform, among others, in

various media channels may also be regulated by the Mortgage Acts and Practices Advertising Rule, which prohibits deceptive or false mortgage

This broad and extensive supervisory and enforcement oversight will continue to occur in the future.

As a highly regulated

business, the regulatory and legal requirements we face can change and may even become more restrictive.

In turn, this could make our

compliance responsibilities more complex.

We are also subject to judicial and administrative decisions that impose requirements and restrictions

on our business.

Numerous U.S.

federal and state consumer protection laws and regulations impact our business.

to our mortgage brokerage business, we are also subject to a variety of regulatory and contractual obligations imposed by credit owners,

insurers and guarantors of the loans we originate or facilitate and/or service.

These regulatory and contractual obligations may include

those targeting unfair collection practices, housing discrimination, predatory loan practices, anti-money laundering and fraud, among

This includes, but is not limited to, the GSEs, Ginnie Mae, FHFA, the Department of Veterans Affairs (“VA”), and the

The CFPB, which was established under the Dodd-Frank Act, directly and significantly influences the regulation of residential

mortgage loan originations and servicing.

The CFPB has rulemaking authority with respect to many of the federal consumer protection laws

applicable to mortgage lenders and servicers, including Truth in Lending Act (“TILA”), Real Estate Settlement Procedures Act

(“RESPA”), Equal Credit Opportunity Act (“ECOA”), Fair Credit Reporting Act (“FCRA”), and the Fair

Debt Collection Practices Act.

The CFPB has been active in supervision and enforcement and continues to adopt new and amend existing regulations

within its purview.

our acquisition of AiChat and its operations in the APAC region has made us subject to certain foreign laws, regulations and rules which

have additional and distinct oversight, supervision, and enforcement requirements.

As an example, in many cases, our products and services

are or may in the future be subject to U.S.

export control laws and regulations and subject to trade and economic sanctions maintained

by the Office of Foreign Assets Control (“OFAC”).

We are also subject to export control and trade sanctions laws and regulations

in the EU, Singapore and other jurisdictions in which we and our subsidiaries may operate.

As such, an export license may be required

to export or re-export our technology and services to certain countries or end-users, or for certain end-uses, especially AI technologies,

such as those involving sensitive customer data or proprietary algorithms.

If we were to fail to comply with such U.S.

export controls

laws and regulations, U.S.

economic sanctions, or other similar laws or regulations in other jurisdictions, we could be subject to both

civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and

the possible loss of our export or import privileges.

This extensive regulatory framework includes U.S.

federal, state and local laws and regulations, and corresponding governmental authorities, such as federal and state agencies, that have

broad oversight, supervision, and enforcement authority over our business.

We are also regulated by private real estate groups and/or

trade organizations.

descriptions below are summaries only and are qualified in their entirety by reference to the full text of the laws and regulations discussed.

For additional information on government regulation, including without limitation, government regulation related to AI, cybersecurity

and data privacy, see “Risk Factors– – Risks Related to Our Business and Operations” and “––Risks

Related to Our Technologies and Industry” herein.

Regulation of Realty

Brokerage Services

Several federal laws and regulations

govern the real estate brokerage business, including the Fair Housing Act (“FHA”), the Americans with Disabilities Act and

the Real Estate Settlement Procedures Act of 1974 (as amended, “RESPA”).

The FHA, which applies to real estate brokers and

agents, prohibits discriminating or expressing any preference based on race, religion, sex, disability, and certain other protected characteristics

in the purchase or sale of home.

The FHA applies broadly to many forms of advertising and communications.

RESPA and similar state anti-kickback

statutes require lenders, mortgage agents, and servicers of home loans to timely provide consumers certain disclosures relating to the

nature and costs of the real estate settlement services (e.g., real estate brokerage services, mortgage loan origination, title insurance,

escrow and closing services), including the disclosure of certain relationships and financial interests in providers of real estate settlement

services if a referral is made.

RESPA and state anti-kickback statutes also generally prohibit the provision of things of value such as

cash rebates, gifts and other inducements, if doing so is part of an agreement or understanding that settlement services business be referred.

While the Consumer Financial Protection Bureau (the “CFPB”) enforces RESPA in accordance with the Dodd-Frank Wall Street Reform

and Consumer Protection Act (the “Dodd-Frank Act”), state authorities also have certain RESPA enforcement rights.

RESPA compliance

is of significant importance to us and our integrated services business.

In addition to the federal

regulation, real estate brokerage businesses are also regulated at the state level by agencies dedicated to real estate matters or professional

While real estate brokerage licensing laws vary from state to state, individuals and entities acting as real estate brokers

or salespersons generally must be licensed in each state where they operate.

In all states, licensed agents must be affiliated with a

broker of record, managing broker, designated broker or similar licensee to engage in licensed real estate brokerage activities.

a brokerage must obtain a corporate real estate broker license, although in some jurisdictions the licenses are personal to individual

The broker of record in all jurisdictions must actively supervise the individual licensees and the brokerage’s activities

within the applicable jurisdiction.

All licensed market participants,

whether individuals or entities, must follow the jurisdiction’s real estate licensing laws and regulations.

These laws and regulations

generally detail minimum duties, obligations, and standards of conduct, including requirements related to contracts, disclosures, record-keeping,

local offices, trust funds, agency representation, advertising, and fair housing.

In each of the jurisdictions where our business operates,

we have designated a properly licensed broker as the broker of record and, where required, we also hold a corporate real estate broker’s

Beyond federal, state and

local governmental regulations, the real estate industry is subject to rules established by private real estate groups and/or trade organizations,

including, among others, state Associations of REALTORS®, and local Associations of REALTORS®, NAR, and local Multiple Listing

Services (“MLS”).

“REALTOR” and “REALTORS” are registered trademarks of NAR.

Each private real estate group

generally has prescribed policies, bylaws, codes of ethics or conduct, and fees and rules governing the actions of members in dealings

with other members, customers and the public, as well as how the organization’s brand and services may or might not be deployed

or displayed.

Regulation of Mortgage

Brokering Services

mortgage business is required to be licensed in all 31 U.S.

states in which it operates and to comply with the respective laws and regulations

of each such jurisdiction, as well as with applicable judicial and administrative decisions.

The licensing process includes the submission

of an application to the relevant state agency, a character and fitness review of key individuals, registration of application and documentation

through the Nationwide Multistate Licensing System and Registry (“NMLS”) or the applicable state mortgage regulator to ensure

compliance with the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, and an administrative review of our business operations.

addition, the government-sponsored enterprises Fannie Mae and Freddie Mac and the Federal Housing Finance Agency, Ginnie Mae, the Federal

Trade Commission (“FTC”), the U.S.

Department of Housing and Urban Development, including the Federal Housing Administration,

the CFPB, non-agency securitization trustees and others subject us to periodic reviews and audits.

comprehensive body of federal, state, and local laws to which our mortgage brokerage business is subject to is continually evolving and

Our mortgage business must comply with a number of federal, state and local consumer protection laws including, among others,

the Truth in Lending Act (“TILA”), RESPA, the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting

Act (“FCRA”), the FHA, the Gramm-Leach-Bliley Act of 1999 (“GLBA”), the Electronic Fund Transfer Act, and the

Homeowners Protection Act.

The Dodd-Frank Act also increased regulation of the mortgage industry, including:

(i) generally prohibiting

lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based

on verified and documented information;

(ii) requiring the CFPB to enact regulations to help assure that consumers are provided with timely

and understandable information about residential mortgage loans that protect them against unfair, deceptive and abusive practices;

(iii) requiring federal regulators to establish minimum national underwriting guidelines for residential mortgages.

the Dodd-Frank Act, the CFPB is authorized to engage in rulemaking and examination activity with respect to consumer financial products

and services (including mortgage finance) and to enforce compliance with federal consumer financial laws, including TILA and RESPA.

CFPB has issued myriad rules, including TILA-RESPA Integrated Disclosure rules, which impose significant obligations on our mortgage business.

The CFPB has been active in supervision and enforcement and continues to adopt new and amend existing regulations within its purview.

addition, the manner in which we may advertise our business, operations and the reAlpha platform, among others, in various media channels

may also be regulated by the Mortgage Acts and Practices Advertising Rule, which prohibits deceptive or false mortgage advertising.

Regulation of Digital

Title and Escrow Services

Through our subsidiary Hyperfast,

we provide digital title and escrow services in three U.S.

Title insurance and escrow/settlement services typically require licensure

and are heavily regulated, often through a state’s insurance regulator or other regulatory body.

In a number of states, insurance

rates are either promulgated by the state directly or are required to be filed with each state by the agent or underwriter.

also promulgate the split of title insurance premiums between the agent and underwriter.

As part of the licensing process,

states may also mandate certain minimum financial requirements for net worth and working capital.

In some states, no person may acquire

control, directly or indirectly, of a title company unless the person has provided required information to, and the acquisition is approved

or not disapproved by, the relevant regulator.

Additionally, some states have “controlled business” statutes which generally

require that a title agent seek or obtain a certain amount of business from unaffiliated brokerages.

Foreign Laws and Regulations

our acquisitions of reAlpha Nepal and AiChat have made us subject to certain foreign laws, regulations and rules which have additional

and distinct oversight, supervision, and enforcement requirements.

As an example, in many cases, our products and services are or may

in the future be subject to U.S.

export control laws and regulations and subject to trade and economic sanctions maintained by the Office

of Foreign Assets Control (“OFAC”).

We are also subject to export control and trade sanctions laws and regulations in the

European Union (the “EU”), Singapore and other jurisdictions in which we and our subsidiaries may operate.

As such, an export

license may be required to export or re-export our technology and services to certain countries or end-users, or for certain end-uses,

especially AI technologies, such as those involving sensitive customer data or proprietary algorithms.

If we were to fail to comply with

export controls laws and regulations, U.S.

economic sanctions, or other similar laws or regulations in other jurisdictions,

we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers

for willful violations, and the possible loss of our export or import privileges.

Our international presence also subjects us to additional employment,

tax, data protection, and intellectual property risks, including risks related to permanent establishment, misclassification, and inconsistent

enforcement across jurisdictions, which could increase our operating costs, expose us to penalties, or impair our ability to operate efficiently.

continue to work diligently to assess and understand the implications of the regulatory environment in which we operate and the regulatory

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the same time striving to meet the needs and expectations of our customers.

Laws and Regulations Regarding Privacy and Data Protection

Data privacy laws and regulations

and foreign countries apply to the access, collection, transfer, use, storage, and destruction of personal information in

connection with our services.

In the U.S., our financial institution customers are required to comply with privacy regulations imposed

under the Gramm-Leach-Bliley Act of 1999 (the “GLBA”), in addition to other regulations.

As a processor of personal information

in our role as a provider of services to financial institutions, we are bound by similar limitations on disclosure of the information

received from our customers as apply to the financial institutions themselves.

In addition, federal and state privacy and information

security laws, and consumer protection laws, which apply to businesses that collect or process personal information, may also apply to

our businesses.

There has been heightened

public attention regarding the use of personal information and data transfer, accompanied by legislation and regulations intended to strengthen

data protection, information security and consumer and personal privacy.

Privacy and security laws and regulations may also limit the

use and disclosure of certain information and require us to adopt certain cybersecurity and data handling practices that may affect our

ability to effectively market our manufacturing capabilities to current, past or prospective customers.

In many jurisdictions consumers

must be notified in the event of a data security breach, and such notification requirements continue to increase in scope and cost.

law in these areas continues to develop and the changing nature of privacy laws in the U.S., the European Union (“EU”) and

elsewhere could impact our processing of personal information of our employees and on behalf of our customers.

In the EU the comprehensive

GDPR went into effect in May 2018.

The GDPR has introduced significant privacy-related changes for companies operating both in and outside

In the U.S., California has adopted the California Consumer Privacy Act of 2018 (“CCPA”), which creates new individual

privacy rights and impose increased obligations, including disclosure obligations, on companies handling personal data.

In addition, the

CCPA broadly defines personal information, gives California residents expanded privacy rights and protections, and provides for civil

penalties for certain violations.

Furthermore, in November 2020, California voters passed the California Privacy Rights and Enforcement

Act of 2020 (“CPRA”), which amends and expands CCPA with additional data privacy compliance requirements and establishes a

regulatory agency dedicated to enforcing those requirements.

Additional countries and states, including Nevada, Virginia, Colorado, Utah,

and Connecticut, have also passed comprehensive privacy laws with additional obligations and requirements on businesses.

These laws and

regulations are increasing in severity, complexity and number, change frequently, and increasingly conflict among the various jurisdictions

in which we operate, which has resulted in greater compliance risk and cost for us.

While we believe that we are

compliant with our regulatory responsibilities, information security threats continue to evolve resulting in increased risk and exposure.

In addition, legislation, regulation, litigation, court rulings, or other events could expose us to increased costs, liability, and possible

damage to our reputation.

Human Capital

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We value integrity, accountability, collaboration, creativity, respect and transparency as central to our core

As of December 31, 2024, we had 42 full-time employees in the United

States, 56 full-time employees in Nepal, 22 full-time employees in Southeast Asia, and 12 full-time employees in our India office.

As of December 31, 2025, we

had 54 full-time employees in the United States, 32 full-time employees in Nepal, 14 full-time employees in Singapore, and 13 full-time

employees in India.

National Loan Officer Recruitment Program

In December 2025, reAlpha

Mortgage, our mortgage brokering subsidiary, launched a national Loan Officer Recruitment Program designed to attract experienced, high-producing

residential mortgage loan officers across the United States.

The program offers equity-based compensation in the form of restricted stock

unit (“RSU”) awards, granted pursuant to the 2022 Equity Incentive Plan (as amended and as may be further amended from time

to time, the “2022 Plan”), to eligible loan officers with verified trailing twelve-month production who join reAlpha Mortgage.

RSU awards vest over a four-year period, subject to continued employment and other conditions, and are intended to align the interests

of recruited loan officers with our long-term growth objectives.

In addition to equity incentives, the program provides recruited loan

officers with access to in-house lead generation, comprehensive onboarding and product training (including specialized training for VA

lending), and our internal AI-powered tools, including our proprietary “Loan Officer Assistant” and our “Engagement

Assistant,” which are designed to streamline document workflows, enhance lead qualification and follow-up, and reduce administrative

We believe this recruitment program will support our goal of scaling mortgage origination volume, expanding our licensed loan

officer network, and strengthening the integration of our real estate and mortgage operations.

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-K

Item 1. Business