What changed in this filing

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Item 1A. Risk Factors

2026-03-12 compared with 2025-04-02 · 1218 added, 1292 removed, 485 unchanged (84% of the section changed)

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Risks Related to Our Business and Operations

have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to accomplish

our business objectives;

We have a history of operating losses, and we

may not be able to generate sufficient revenue to achieve and sustain profitability;

We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations;

Our ability to integrate any acquisitions successfully;

We may utilize a significant amount of indebtedness in the operation of our business;

The inability to protect our intellectual property rights could harm our reputation, damage our business or interfere with our competitive position;

Our ability to retain our executive officers and other key personnel of our advisors and their affiliates;

Contingent or unknown liabilities could adversely affect our financial condition, cash flows and operating results;

Compliance with governmental laws, regulations and covenants that are applicable to our business and industries or that may be passed in the future, including those related to the operations of brokerages, title service companies, and other real estate services, as well as permit, license and zoning requirements, may adversely affect our business operations and financial condition;

Our business is subject to laws and regulations

regarding privacy, data protection, consumer protection, and other matters.

Many of these laws and regulations are subject to change and

uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, or otherwise harm our business;

We have a limited operating history, which may adversely affect us.

We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

If we are unable to successfully identify, consummate or integrate acquisitions into our operations, our business, results of operations, and financial condition could be adversely affected.

We may be unable to obtain financing through the debt and equity markets on terms favorable to us or at all, which would have a material adverse effect on our growth strategy, our financial condition and results of operations.

We have integrated, and intend to continue to integrate, AI in our operations and services which may result in operational challenges, compliance challenges, reputational concerns, privacy risks and competitive risks, which could have material adverse effects on our financial condition, results of operations, or reputation.

We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and any actual or perceived failure to comply with these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable publicity

Our financial results are highly dependent on broader macroeconomic and U.S.

residential real estate market conditions, which are seasonal and cyclical in nature.

Our business is subject to various laws and regulations, including financial protections and securities laws.

Our financial condition raises substantial doubt as to our ability to continue as a going concern.

Related to the Proposed Merger with InstaMortgage

If the conditions to the Proposed Merger are not satisfied or waived prior to the Outside Date, the Proposed Merger may be delayed or may not occur.

Failure to complete, or delays in completing, the Proposed Merger could materially and adversely affect our results of operations, business, financial results and/or common stock price.

To the extent we consummate the Proposed Merger, we may not be able to successfully integrate the business and operations of InstaMortgage or other entities that we have acquired or may acquire in the future into our ongoing business operations, which may result in our inability to fully realize the intended benefits of this proposed transaction, or may disrupt our current operations, which could have a material adverse effect on our business, financial position and/or results of operations.

Risks Related to Our Technologies and Industry

The business and industry in which we participate

are highly competitive, and we may be unable to compete successfully with our current or future competitors;

Our business depends significantly on the health of the U.S.

residential real estate industry and changes in general economic conditions.

The reAlpha platform is currently limited to certain geographic markets.

Our failure to adapt to any substantial shift in the relative percentage of residential housing transactions from these markets to other markets in the United States could adversely affect our financial performance;

We have integrated, and expect to continue to integrate in the future, AI in certain tools and features available on our platform.

AI technology presents various operational, compliance, and reputational risks and if any such risks were to materialize, our business and results of operations may be adversely affected.

The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.

The reAlpha platform and our services are currently limited to certain geographic markets and if we are unable to successfully expand the reAlpha platform and our services to new markets, our growth prospects, results of operations and financial condition may be adversely affected.

Our technologies that are currently being developed may not yield expected results or be delivered on time.

The implementation of artificial intelligence

into our technologies may prove to be more difficult than anticipated;

Our ability to use new

and evolving technologies, such as artificial intelligence, in our operations may require us to expend material resources for compliance

and may present risks and challenges that can impact our business including by posing security and other risks to our confidential information,

proprietary information and personal information, any of which may result in reputational harm and liability, or otherwise adversely affect

our business;

Our ability to commercialize

and continuously improve our technologies and platform to our customers in the real estate industry.

Our failure to achieve any of these

outcomes would adversely impact our business.

Our technology offerings may also contain undetected errors or vulnerabilities;

to adapt to changes in technology and the evolving demands of our customers, our business, results of operations, and financial condition

could be materially adversely affected;

If we are unable to deliver a rewarding experience

on mobile devices, whether through our mobile website or mobile application, we may be unable to attract and retain customers;

We may be unable to obtain and provide comprehensive and accurate real estate listings quickly, or at all, through our reAlpha platform;

Risks Related to Owning our Securities

We are a “controlled company” because

Giri Devanur, our Chief Executive Officer, owns a significant percentage of our common stock and will be able to exert significant control

over matters subject to stockholder approval and control the direction of our business;

Our stock price may be volatile.

We can issue and have issued shares of preferred stock, which may adversely affect the rights of holders of our common stock.

Risks Related to Our Business and

We have a limited operating history and

may not be able to operate our business successfully or generate sufficient cash flows to accomplish our business objectives.

The implementation of AI into our technologies may prove to be more difficult than anticipated and may adversely affect our business.

The use of new and evolving technologies, such as AI, in our operations may require us to expend material resources for compliance and may present risks and challenges that can impact our business including by posing security and other risks to our confidential information, proprietary information and personal information, any of which may result in reputational harm and liability, or otherwise adversely affect our business.

Our success is based on our ability to commercialize and continuously improve our technologies and the reAlpha platform to our customers in the real estate industry and any inability to achieve these outcomes would adversely impact our business.

If we fail to comply with the rules, compliance requirements and data license agreements of MLSs, we may be unable to obtain and provide comprehensive and accurate real estate listing data, which could materially and adversely affect our business.

Risks Related to Our Securities

The market price and trading volume of our common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.

We have experienced, and expect to continue to experience, significant dilution of our common stock, which may adversely affect the market price of our common stock and make it more difficult to raise capital in the future.

If we fail to regain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.

We do not expect to pay dividends to our common stock holders for the

foreseeable future.

We are an emerging growth company and a smaller reporting company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make the common stock less attractive to investors.

Risks Related to Our Cryptocurrency Investment Policy and Treasury

Our cryptocurrency investment policy exposes us to various risks associated with cryptocurrencies.

Risks Related to Our Business and Operations

We have a limited operating history, which

may adversely affect us.

We have a limited operating

As a result, an investment in our common stock entails more risk than an investment in the common stock of a company with a substantial

operating history.

If we are unable to operate our business successfully, you could lose all or a portion of your investment in our common

Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors,

history and face challenges that companies with a substantial operation history do not, such as the perception of a “higher-risk

profile.” As a result, it may be more difficult for us to bind coverage with insurance carriers, achieve better rates from service

providers or lenders, attract talent, and in times of high interest rates and mounting inflation, to obtain new capital, maintain high

credit rating, and utilize leverage.

An investment in our common stock entails more risk than an investment in the common stock of a company

with a substantial operating history.

If we are unable to operate our business successfully as a result of these challenges or other challenges,

you could lose all or a portion of your investment in our common stock.

Our ability to successfully operate our business depends on many

factors, including:

our ability to obtain additional capital;

economic conditions in the markets where we operate, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general;

our ability to attract and retain customers for the reAlpha platform;

economic conditions in the markets where we operate, including the condition of the financial and real estate markets and the economy in general;

our ability to attract and retain customers for our homebuying services;

the availability of, and our ability to identify, attractive acquisition opportunities consistent with our growth strategy;

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and have incurred losses since inception.

For the year ended December 31, 2024, we recorded a net loss of $25,802,444, which includes

a loss of $18,339,635 from discontinued operations related to our former rental business and operations of our subsidiary, Roost Enterprises,

(“Rhove”), and a loss of $7,462,809 from continuing operations.

For the year ended December 31, 2023, we recorded a net

loss of $2,464,959, including $316,904 from Rhove-related discontinued operations and $2,145,055 from continuing operations.

As of December

31, 2024, we had an accumulated deficit of $37,984,426 and outstanding indebtedness of $5,976,689.

While we have experienced some revenue

growth over recent periods, we may not be able to sustain or increase our growth or achieve profitability in the future.

continue to invest diligently in sales and marketing efforts.

In addition, we expect to incur significant additional legal, accounting,

and other expenses related to our being a public company as compared to when we were a private company.

While our revenue has grown since

our inception, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we will not be

able to achieve and maintain profitability in future periods.

As a result, we may continue to generate losses.

Additionally, we may encounter

unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods.

If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will

Our lack of a long operating history could

adversely impact us.

As a start-up business, we

do not have a long operating history.

Accordingly, we face challenges that companies with a long track record do not.

Start-ups are considered

to carry a “higher risk profile.” For instance, it is more difficult for us to bind coverage with insurance carriers, achieve

better rates from service providers or lenders, attract talent, and in times of high interest rates and mounting inflation, to obtain

new capital, maintain high credit rating, and utilize leverage.

Each and all of these factors combined hinder our ability to achieve our

We have minimal operating capital and minimal

revenue from operations.

We have minimal operating

capital and for the foreseeable future will be dependent upon our ability to finance our operations from the sale of equity or other financing

alternatives.

There can be no assurance that we will be able to successfully raise operating capital.

The failure to successfully raise

operating capital, and the failure to attract qualified real estate companies and sufficient investor purchase commitments, could result

in our bankruptcy or other event which would have a material adverse effect on us and our stockholders.

Failing to successfully

execute and integrate acquisitions could materially adversely affect our business, results of operations, and financial condition.

have acquired Rhove, Naamche, AiChat, Hyperfast, Be My Neighbor and GTG Financial, and may continue to acquire more businesses and/or

technologies.

We may also not successfully evaluate or utilize acquired technology and accurately forecast the financial impact of an acquisition,

including accounting charges.

In addition, we may finance acquisitions by issuing equity or convertible debt securities, which could result

in further dilution to our existing stockholders.

We may enter into negotiations for acquisitions that are not ultimately consummated.

Those negotiations could result in diversion of management time and significant out-of-pocket costs.

And, in the future, we may not be

able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms or at all.

foregoing factors, including if we fail to evaluate and execute acquisitions successfully, can materially adversely affect our business,

results of operations and financial condition.

addition, we may not be successful in integrating acquisitions or the businesses we acquire may not perform as well as we expect.

For the year ended December 31, 2025, we recorded a net loss of $17,590,392.

For the year ended December 31, 2024, we recorded a

net loss of $26,022,349, which includes a loss of $18,339,635 from discontinued operations related to our former rental business and

operations of our subsidiary, Rhove, and a loss of $7,682,714 from continuing operations.

As of December 31, 2025, we had an accumulated

deficit of $55,980,534 and outstanding indebtedness of $384,597.

While we have experienced revenue growth over recent periods, we may

not be able to sustain or increase our growth or achieve profitability in the future.

We intend to continue to invest diligently in sales

and marketing efforts.

In addition, we expect to incur significant additional legal, accounting, compliance and other expenses related

to public company compliance and the expansion of our business.

If our revenue fails to grow at a rate faster than these increases in

our operating expenses, we will not be able to achieve and maintain profitability in future periods.

As a result, we may continue to

generate losses.

Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown

factors that may result in losses in future periods.

If these losses exceed our expectations or our revenue growth expectations are not

met in future periods, our financial performance will be harmed.

If we are unable

to successfully identify, consummate or integrate acquisitions into our operations, our business, results of operations, and financial

condition could be adversely affected.

We have completed several

acquisitions in recent years and intend to continue pursuing strategic acquisitions of synergistic businesses and/or technologies as part

of our growth strategy.

We have also entered into a definitive agreement to acquire InstaMortgage, which is expected to close in the first

half of 2026, subject to regulatory approvals and other customary closing conditions.

Acquisitions take considerable time to develop,

particularly in regulated industries, and involve a number of risks, including the risk that we enter into negotiations for acquisitions

that result in the diversion of management time and significant out-of-pocket costs and are not ultimately consummated.

Our ability to continue to

make acquisitions will depend upon our success at identifying suitable targets at acceptable prices, which requires substantial judgment

in assessing an acquisition target’s values, strengths, weaknesses, liabilities, and potential profitability, as well as the availability

In the future, we may not be able to find suitable acquisition targets, and we may not be able to complete acquisitions on

favorable terms or at all.

Any of the foregoing factors could adversely affect our business, results of operations and financial condition.

In addition, we may not be successful in integrating acquisitions or

the businesses we acquire may not perform as well as we expect.

For example, we completed the acquisition of GTG Financial, a mortgage

brokerage, on February 20, 2025.

The acquisition of GTG Financial was rescinded on August 21, 2025.

As a result of the rescission, we

returned to the seller of GTG Financial 100% of the issued and outstanding shares of GTG Financial and the seller returned to us 14,063

shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and 700,055 shares of our common stock and

GTG Financial was no longer one of our subsidiaries.

future failure to manage and successfully integrate acquired businesses could materially adversely affect our business, results of operations,

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challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies;

challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP;

challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S.

generally accepted accounting principles (“U.S.

potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.

may also expend significant cash or incur substantial debt to finance such acquisitions, which indebtedness could result in restrictions

on our business and significant use of available cash to make payments of interest and principal.

We may also incur significant transaction

and acquisition-related costs in connection with company acquisitions and such expenditures may create significant liquidity and cash

flow risks for us.

For instance, we may incur significant, nonrecurring, and recurring costs associated with potential related company

acquisition(s), including costs associated with the continued integration of the businesses, unanticipated liabilities that we assume as

a result of acquiring companies and other expenses.

we have assumed that this level of expense will be incurred, there are factors beyond our control that could affect the total amount,

including other integration expenses.

Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate

To the extent any acquisition and integration expenses are higher than anticipated and we do not have sufficient cash, or

if we default on any assumed liabilities as a result of an acquisition, then we may experience liquidity or cash flow issues that may

materially adversely affect our financial condition and results of operations.

may be financed, in whole or in part, through the issuance of equity securities, which would result in dilution to existing stockholders,

or through the incurrence of additional indebtedness, which could increase our leverage and reduce our financial flexibility.

the use of cash to fund acquisitions would reduce our available liquidity and may limit our ability to fund other strategic initiatives,

respond to business opportunities or withstand adverse economic conditions.

Even if successfully consummated, acquisitions may be more

costly than anticipated, may not achieve anticipated benefits, or may result in unanticipated costs or liabilities, which could adversely

affect our business, results of operations and financial condition.

We may be unable to obtain financing through

the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results

of operations.

We cannot assure you that

we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain

financing on terms favorable to us.

Our inability to obtain financing could have negative effects on our business.

Among other things,

to the extent we resume our rental operations, we could have great difficulty acquiring, re-developing or maintaining our properties,

which would materially and adversely affect our business strategy and portfolio, and may result in our:

(1) liquidity being adversely

(2) inability to repay or refinance our indebtedness on or before its maturity;

(3) making higher interest and principal payments

or selling some of our assets on terms unfavorable to us to service our indebtedness;

or (4) issuing additional capital stock, which could

further dilute the ownership of our existing stockholders.

If we fail to comply with the requirements

governing the licensing of our, including that of our subsidiaries, brokerage, mortgage, and title businesses in the jurisdictions in

which we operate, then our ability to operate those businesses in those jurisdictions may be revoked.

Our in-house brokerage and

subsidiaries acting as brokerage firms, and the agents employed by us and our subsidiaries, must comply with the requirements governing

the licensing and conduct of real estate brokerage and brokerage-related businesses in the markets where we operate.

Furthermore, we are

also required to comply with the requirements governing the licensing and conduct of mortgage and title and settlement businesses in the

markets where we operate.

Due to the geographic scope of our operations, we and our agents may not be in compliance with all of the required

licenses at all times.

Additionally, if we enter into new markets, we may become subject to additional licensing requirements.

our agents fail to obtain or maintain the required licenses for conducting our brokerage, mortgage, rentals, and title businesses or fail

to strictly adhere to associated regulations, the relevant government authorities may order us to suspend relevant operations or impose

fines or other penalties.

the debt and equity capital markets on terms favorable to us or at all, which would have a material adverse effect on our growth strategy,

our financial condition and our results of operations.

Our ability to execute our

growth strategy and meet our liquidity needs depends in part on our access to the debt and equity capital markets.

Adverse market conditions,

volatility in the capital markets, declines in our stock price, changes in investor sentiment, interest rate increases, or factors specific

to our business or industry could impair our ability to raise capital on terms favorable to us or at all.

In addition, so long as our

public float remains below $75 million, we are subject to the “baby shelf” limitations under General Instruction I.B.6 of

Form S-3, which restricts the amount of securities we may sell under a shelf registration statement in any 12-month period to one-third

of our public float.

This limitation may constrain the amount of capital we can raise through registered shelf offerings and may require

us to rely on alternative, potentially more costly or time-consuming offering structures, such as registration statements on Form S-1.

If we are unable to obtain additional financing when needed or on terms favorable to us, management may be unable to execute its plans

and we may be required to delay strategic initiatives, including acquisitions and investments in our business, or forego opportunities

that would otherwise support our growth.

To the extent we raise capital through the issuance of equity, existing stockholders may experience

dilution, and any debt financing could increase our leverage, require restrictive covenants, or otherwise limit our financial flexibility.

If we are unable to secure financing when we needed, our business, financial condition and results of operations could be materially and

adversely affected.

We are subject

to federal, state and local laws and regulations and rules issued by the CFPB that monitor the loan origination and servicing sectors,

which may increase our regulatory compliance burden and associated costs.

Mortgage, our mortgage brokering subsidiary, is subject to the regulatory, supervisory and examination authority of the CFPB, which has

oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan

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

and servicers, including TILA, RESPA and the Fair Debt Collections Practices Act.

The CFPB has issued a number of regulations under the

Dodd-Frank Act relating to loan origination and servicing activities, including ability to repay and “qualified mortgage”

standards and other origination standards and practices.

CFPB’s examinations have increased, and will likely continue to increase, reAlpha Mortgage’s administrative and compliance

They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks.

These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our mortgage

business’ ability to comply with the new rules by their effective dates, could be detrimental to our business.

The CFPB also issued

guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’

interests are protected.

The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts,

the refund of monies or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages

or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external

compliance monitoring and civil monetary penalties.

The CFPB has been active in investigations and enforcement actions and, when necessary,

has issued civil monetary penalties to parties the CFPB determines has violated the laws and regulations it enforces.

Additionally,

anti-discrimination statutes, such as the FHA and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers

based on certain characteristics, such as race, religion and national origin, among others.

Various federal regulatory agencies and departments,

including the U.S.

Department of Justice and the CFPB, take the position that these laws apply not only to intentional discrimination,

but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in

making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected class of individuals).

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate

impact” claims.

Regulatory agencies and private plaintiffs are expected to apply the “disparate impact” theory to both

the FHA and the ECOA in the context of mortgage lending and servicing, among others.

To the extent that the “disparate impact”

theory continues to apply, it may significantly increase our administrative burdens, compliance requirements and potential liability for

failures to comply.

actual, alleged or perceived failure of reAlpha Mortgage to comply with the federal consumer protection laws, rules and regulations to

which they are subject could expose them to enforcement actions or potential litigation liabilities.

Moreover, if the CFPB or other regulatory

authorities adopt new rules governing the use of AI in mortgage underwriting or loan approval processes, we may face additional compliance

obligations and potential enforcement risks.

If we fail to or are unable to adapt to these regulatory changes in a timely and efficient

manner our business, financial condition and results of operations may be adversely affected.

If we fail to comply with the rules, compliance

requirements and data license agreements of MLSs, we may be unable to obtain and provide comprehensive and accurate real estate listing

data, which could materially and adversely affect our business.

We believe that users of our

services, whether through our website or iOS application (Real Estate Super App), come to us, in part, because of the real estate listing

data that we provide.

We obtain this data primarily from MLSs in the markets we serve directly or through our third-party service provider

(REALTOR® affiliate).

There are hundreds of MLSs operating across the United States, each with its own distinct rules, policies, compliance

requirements, and data license agreement terms governing how MLS data may be used, stored, and displayed.

These rules vary significantly

across MLSs, are subject to change at any time, and may be affected by industry-wide developments such as the NAR settlement agreement

in March 2024 and the comprehensive MLS Handbook updates that took effect in January 2026.

We are required to respond to and resolve complaints

or notices of non-compliance within prescribed timelines, and failure to do so could result in fines, suspension, or termination of our

In addition, MLSs are increasingly imposing data security and technology-use requirements on participants, including restrictions

on the use of real estate listing data for training AI or machine learning models, which could affect our AI-driven platform capabilities.

In the event that a real estate

broker through whom we access MLS data or our third-party service provider (REALTOR® affiliate), is deemed non-compliant, loses its

MLS membership, or otherwise has its access restricted or terminated, we may be required to identify and engage replacements, and there

can be no assurance that suitable replacements will be available on commercially reasonable terms or without interruption to our MLS data

The real estate technology industry has also experienced increased litigation and regulatory activity regarding the use, display,

and ownership of MLS data, and we may become subject to claims or enforcement actions that could result in restrictions on our ability

to use such data.

If we are unable to maintain compliance with applicable MLS rules and data license agreements, if we lose access to

MLS data from one or more MLSs, or if changes in MLS rules or industry practices materially restrict our ability to obtain, use, or display

listing data, we may be unable to provide comprehensive and accurate real estate listings.

Any such loss or limitation could materially

and adversely affect traffic to our websites, reduce user engagement and conversion, impair our ability to expand into new geographic

markets, and have a material adverse effect on our business, results of operations and/or financial condition.

We have integrated, and intend to continue

to integrate, AI in our operations and services which may result in operational challenges, compliance challenges, reputational concerns,

privacy risks and competitive risks, which could have material adverse effects on our financial condition, results of operations, or reputation.

currently integrate AI technologies in several of our operations and services, including “Claire” (our proprietary customer-facing

AI-powered homebuying concierge), the “Loan Officer Assistant” (our proprietary internal AI-powered tool for our loan officers)

and the “Engagement Assistant” (an internal AI-powered tool supporting customer relationship management), and intend to continue

integrating or otherwise using AI technologies in our operations and services.

Given that AI is a rapidly developing technology that

is in its early stages of business use, it presents a number of operational, compliance and reputational risks.

AI algorithms are currently

known to sometimes produce unexpected results and behave in unpredictable ways (e.g., “hallucinatory behavior”) that can

generate irrelevant, nonsensical, fictitious, deficient, offensive or factually incorrect content and results.

Any inaccuracies in responses

or “hallucinatory behavior” by our customer-facing AI products, such as “Claire,” or other AI technologies that

are used in our operations or on the reAlpha platform could affect customer satisfaction, lead to misinformation, and/or cause reputational

The safe and responsible

integration of AI as it rapidly evolves presents emerging ethical and legal challenges, and any failure to keep pace with or properly

govern such technologies may lead to challenges, concerns and risks that are significant or that we may not be able to predict.

AI output might present ethical concerns or violate current and future laws and regulations, including licensing laws and a variety of

federal and state fair lending laws and regulations such as the FHA, the ECOA, the Home Mortgage Disclosure Act, and the prohibition

against engaging in Unfair, Deceptive, or Abusive Acts or Practices pursuant to the Dodd-Frank act, when engaging in “hallucinatory

behavior.” Additionally, the U.S.

federal government and certain U.S.

states, have proposed, enacted or are considering laws governing

the development and use of generative AI.

We expect other jurisdictions will adopt similar laws.

In addition to such new laws and regulations,

certain existing privacy laws extend rights to consumers (such as, among others, the right to correct and/or delete certain personal

data and to receive copies of any personal data we hold) and regulate automated decision making, which may be incompatible with our use

of generative AI.

These obligations may make it harder for us to conduct our business using generative AI, comply with relevant privacy

laws and/or lead to regulatory fines or penalties, require us to change our business practices, retrain Claire and/or other generative

AI tools, and/or prevent or limit our use of generative AI.

For example, the FTC has required other companies to turn over (or disgorge)

valuable insights or trainings generated through the use of generative AI where they allege the company has violated privacy and consumer

protection laws.

If we cannot use generative AI that use is restricted, our business may be less efficient, or we may be at a competitive

disadvantage.

We process, store, and use personal information

and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and any actual or perceived

failure to comply with these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable

We collect, store, share, and process personal information and other

customer information.

There are numerous federal and state laws, as well as regulations and industry guidelines, regarding privacy and

the storing, use, processing, sharing, disclosure and/or protection of personal information, which are continually evolving, subject to

differing interpretations and/or best practices, and may be inconsistent between state and federal governments and across countries, regions

and/or conflict with other laws and regulations.

Additionally, laws, regulations, and standards covering marketing and advertising activities

conducted by telephone, email, mobile devices, and the internet, may be applicable to our business, such as the Telephone Consumer Protection

Act (as implemented by the Telemarketing Sales Rule), the CAN-SPAM Act, similar federal and state consumer protection laws and requirements

imposed by private parties such as telecommunications carriers and credit card industry (including payment processors).

We also assist

with the processing of customer credit card transactions and consumer credit report requests, originate mortgage loans, perform real estate

closings and provide other product offerings, which results in us receiving or facilitating transmission of personally identifiable information.

Processing of this type of information is increasingly subject to legislation and regulation in the United States, including under the

FCRA and the GLBA, along with relevant state laws and regulations.

These laws and regulations are generally intended to protect the privacy

and security of personal information, including credit card information that is collected, processed and/or transmitted.

Several states have passed, or are considering passing, comprehensive

privacy laws with additional obligations and requirements on businesses.

These laws and regulations are increasing in severity, complexity

and number, change frequently, and might conflict among the various jurisdictions in which we operate, which has resulted in greater compliance

risk and cost for us.

For example, the California Consumer Protection Act, which was enacted on June 28, 2018 and became effective on

January 1, 2020, gives California residents expanded privacy rights and protections, and provides for civil penalties for certain violations.

Furthermore, the New York Department of Financial Services Cybersecurity Regulation, which went into effect on March 1, 2017, requires

covered entities to establish and maintain a cybersecurity program designed to protect the confidentiality, integrity and availability

of their information systems.

Any significant change to applicable laws, regulations or industry

practices regarding the use or disclosure of personal information, and/or regarding the manner in which the express or implied consent

of consumers for the use and disclosure of personal information is obtained, could require us to modify the reAlpha platform and its features,

possibly in a material manner and subject us to increased compliance costs, which may limit our ability to innovate, improve and expand

the reAlpha platform.

Our employees and personnel

use generative AI technologies to perform their work, and the disclosure and use of personal information in generative AI technologies

is subject to various privacy laws and other privacy obligations.

Governments have passed and are likely to pass additional laws regulating

generative AI.

Our use of this technology could result in additional compliance costs, regulatory investigations and actions, copyright

infringement claims, and consumer lawsuits.

If we are unable to use generative AI, it could make our business less efficient and result

in competitive disadvantages.

We seek to comply with industry standards, applicable laws and regulations,

and legal obligations concerning data security protection, and are subject to the terms of our own privacy policies and privacy-related

obligations to third parties.

However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent

from one jurisdiction to another, making enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent.

Any failure or perceived failure by us to comply with our privacy policies, terms of use, privacy-related obligations to customers or

other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to

or unintended release of personally identifiable information or other agent or client data, may result in governmental enforcement actions,

litigation, fines, penalties and/or public statements against us by consumer advocacy groups or others.

Any of these events could cause

us to incur significant costs in investigating and defending such claims and, if found liable, pay significant fines or damages.

these proceedings and any subsequent adverse outcomes may cause our agents and our agents’ clients to lose trust in us, which could

have a materially adverse effect on our reputation and business.

To the extent we rely on any third parties to assist us in the processing

of personal information, those third parties are subject to written agreements which hold them to the same standards as appear in our

internal policies.

Such data is only shared on a need-to-know basis.

We are highly dependent on information systems

and systems failures could significantly disrupt our business, which may, in turn, negatively affect us and the value of our common stock.

Our operations and technology

are applications upon our internal operating systems, property management platforms, as well as external rental platforms, like Airbnb

and similar online platforms, which include certain automated processes that require access to telecommunications or the internet, each

of which is subject to system security risks.

Certain critical components are dependent upon third party service providers and a significant

portion of our business operations are conducted over the internet.

As a result, we could be severely impacted by a catastrophic occurrence,

such as a natural disaster or a terrorist attack, or a circumstance that disrupted access to telecommunications, the internet or operations

at our third-party service providers, including viruses or experienced computer programmers that could penetrate network security defenses

and cause system failures and disruptions of operations.

Even though we believe we utilize appropriate duplication and back-up procedures,

a significant outage in telecommunications, the internet or at our third-party service providers could negatively impact our operations.

Our operations and technology, including the reAlpha platform and our

internal operating systems, include certain automated processes that require access to telecommunications or the internet, each of which

is subject to system security risks.

Certain critical components are dependent upon third-party service providers, and a significant portion

of our business operations are conducted over the internet.

As a result, we could be severely impacted by a catastrophic occurrence, such

as a natural disaster or a terrorist attack, or a circumstance that disrupted access to telecommunications, the internet and/or operations

at our third-party service providers, including viruses and/or experienced computer programmers that could penetrate network security

defenses and cause system failures and disruptions of operations and similar nefarious activities.

Even though we believe we utilize appropriate

security measures, including duplication and back-up procedures, a significant outage in telecommunications, the internet or at our third-party

service providers could negatively impact our operations.

Security breaches and other disruptions

could compromise our information systems and expose us to liability, which would cause our business and reputation to suffer.

Information security risks

have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators

of cyberattacks.

In the ordinary course of our business, we acquire and store sensitive data, including intellectual property, our proprietary

business information and personally identifiable information of our prospective and current residents, employees and third-party service

The secure processing and maintenance of such information is critical to our operations and business strategy.

security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error,

malfeasance or other disruptions.

Any such breach could compromise our networks and the information stored therein could be accessed,

publicly disclosed, misused, lost or stolen.

Any such access, disclosure or other loss of information could result in legal claims or

proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations

and the services we provide to customers or damage our reputation, any of which could adversely affect our results of operations, reputation

and competitive position.

Information security risks have generally increased in recent years

due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyberattacks.

In the ordinary course

of our business, we acquire and store sensitive data, including intellectual property, our proprietary business information and the personally

identifiable information of our customers, employees and third-party service providers.

The secure processing and maintenance of such

information is critical to our operations and business strategy.

Despite our security measures, our information technology and infrastructure

may be vulnerable to attacks by hackers and/or breached due to employee error, malfeasance or other disruptions.

Any such breach could

compromise our networks and the information stored by us, including back-up data stored by us, whether on external drives or in the cloud,

could be accessed, publicly disclosed, misused, lost, stolen or otherwise misused.

Any such access, disclosure or other loss of information

could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties,

disruption to our operations and the services we provide to customers or damage our reputation, any of which could adversely affect our

results of operations, reputation and competitive position.

Our financial results are highly dependent

on broader macroeconomic and U.S.

residential real estate market conditions, which are seasonal and cyclical in nature.

Our financial results are

highly dependent on broader macroeconomic conditions and U.S.

residential real estate market conditions, which are seasonal, cyclical

and affected by changes in macroeconomic conditions beyond our control.

Such macroeconomic conditions include, but are not limited to,

increased interest rates, slow economic growth or recessionary conditions, supply chain disruptions, the pace of home price appreciation

or the lack of it, housing affordability, changes in household debt levels, inflation and increased unemployment or consumer income levels,

and credit availability and its impact on consumers’ ability and willingness to make loan payments.

Such macroeconomic conditions

also include competitive pressures and other market dynamics, including changes in consumer behavior, pricing strategies, customer acquisition

costs, geographic expansion risks, marketing activity, or other operational factors, that may limit margin expansion even in periods of

increased transaction activity.

Some of these macroeconomic conditions, such as changes to interest rates and inflation, tend to be cyclical

and may be influenced by actions taken by the Federal Reserve or other governmental authorities.

Furthermore, national or global events

including, but not limited to, geopolitical conflicts, natural disasters, natural events or man-made disruptions, may exacerbate such

macroeconomic conditions and cyclical market conditions.

During periods of rising

interest rates, declining affordability or deteriorating economic conditions, refinancing activity and home purchase transactions generally

decline and suppress housing turnover, in turn may negatively impact demand for our real estate brokerage, mortgage origination, and closing

In contrast, lower interest rate environments or improved affordability may increase transaction volume, though competitive

pressures and market dynamics may limit corresponding gains in margin or profitability.

Given the cyclical and sometimes

volatile nature of the loan origination activity and broader real estate market, we may experience significant fluctuations in our revenues

from quarter to quarter or year to year.

There can be no assurance that the current macroeconomic and real estate conditions will continue.

New or increased tariffs could negatively affect U.S.

national or regional economies, which could affect the demand for homes in the U.S.,

suppress housing activity, and lower demand for real estate transactions and related services.

Such impacts could slow our mortgage origination

business and reduce transaction volume across our brokerage and title operations.

The current administration has announced its intent

to adopt tariffs and potentially reform U.S.

tax laws, both of which could negatively impact our business and financial results.

Our business is

subject to various laws and regulations, including financial protections and securities laws.

We are subject to a variety of

laws and regulations relating to financial protection, data privacy, and securities laws.

These laws and regulations are constantly evolving

and can be subject to significant change.

Such laws and regulations are numerous, complex, and frequently changing.

If we fail to satisfy

any such laws and/or regulations, we may face inquiries or investigations or other adverse government actions, which may be costly to

comply with, result in negative publicity, require management’s time and attention, and subject us to remedies that may harm our

business, including fines, penalties, demands and/or orders that we modify or cease business practices.

Additionally, as we depend on

third parties for key services, we rely on such third-party service providers’ compliance with laws and regulations in which they

operate regarding privacy, data protection, consumer protection, securities regulation, and/or other matters relating to our customers

and business activities.

Should there be deficiencies in our compliance (including by third-party service providers), this could adversely

impact our reputation and could also expose us to material liability and, as a result, responsibility for damages, fines, and/or penalties.

use of “ open-source ” software could adversely affect our ability to offer our platform and services and subject us to costly

litigation and other disputes.

have in the past incorporated and may in the future incorporate certain “open source” software into our code base as we continue

to develop our platform and integrate services , technical architecture and software from acquired companies .

Open source software is generally licensed by its authors or other third parties under open source licenses, which in some instances may

subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open source software

for no cost, that we make publicly available the source code for any modifications or derivative works we create based upon, incorporating

or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source

We have in the past incorporated

and may in the future incorporate certain “open-source” software into our code base as we continue to develop our platform

and integrate services , technical architecture and software from acquired companies .

software is generally licensed by its authors or other third parties under open-source licenses, which in some instances may subject us

to certain unfavorable conditions, including requirements that we offer our products that incorporate the open-source software for no

cost, that we make publicly available the source code for any modifications or derivative works we create based upon, incorporating or

using the open-source software, or that we license such modifications or derivative works under the terms of the particular open-source

From time to time, companies that use open-source software have faced claims challenging the use of open-source software or compliance

with open-source license terms.

Furthermore, there is an increasing number of open-source software license types, almost none of which

have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses.

be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source

licensing terms.

Furthermore, there are many open-source software licenses that have not yet been tested in a court of

law, resulting in a dearth of guidance on their proper legal interpretation.

We could be subject to suits by parties claiming ownership

of what we believe to be open-source software or claiming noncompliance with open-source licensing terms.

In addition to copyright-based claims, open-source software components

incorporated into our platform may be subject to third-party patent claims.

Unlike open-source licenses, which address copyright ownership

and usage rights, patent rights exist independently and may be asserted by patent holders, including non-practicing entities, regardless

of the open-source nature of the underlying software.

We may be required to obtain licenses to such patents, modify or remove affected

components, or defend against patent infringement claims, any of which could result in significant costs, operational disruption or restrictions

on our ability to offer our products and services.

Furthermore, our increasing use of AI and machine learning technologies, including

open-source AI models and frameworks, introduces additional licensing complexity, as the legal treatment of open-source AI model weights,

training data and derivative works remains unsettled and is subject to ongoing litigation and regulatory

we employ practices designed to monitor our compliance with the licenses of third-party open-source software and protect our proprietary

source code, inadvertent use of open-source software is fairly common in software development in the internet and technology industries.

Such inadvertent use of open source software could expose us to claims of non-compliance with the applicable terms of the underlying licenses,

which could lead to unforeseen business disruptions, including being restricted from offering parts of our product which incorporate the

software, being required to publicly release proprietary source code, being required to re-engineer parts of our code base to comply with

license terms, or being required to extract the open source software at issue.

Our exposure to these risks may be increased as a result

of evolving our core source code base, introducing new offerings, integrating acquired-company technologies, or making other business

changes, including in areas where we do not currently compete.

Any of the foregoing could adversely impact the value or enforceability

of our intellectual property, and materially adversely affect our business, results of operations, and financial condition.

Such inadvertent use of open-source software could expose us to claims of non-compliance with the applicable terms of the underlying

licenses, which could lead to unforeseen business disruptions, including being restricted from offering parts of our product(s) which

incorporate the software, being required to publicly release proprietary source code, being required to re-engineer parts of our code

base to comply with specific license terms, and/or being required to extract the open-source software at issue.

Our exposure to these

risks may be increased as a result of evolving our core source code base, introducing new offerings, integrating acquired-company technologies,

and/or making other business changes, including in areas where we do not currently compete.

Any of the foregoing could adversely impact

the value or enforceability of our intellectual property, and materially adversely affect our business, results of operations, and financial

We rely upon Amazon Web Services to operate

certain aspects of our service and any disruption of or interference with our use of the Amazon Web Services operation would impact our

operations and our business would be adversely impacted.

Amazon Web Services (“AWS”)

provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud”

computing service.

Our software and computer systems have been designed to utilize data processing, storage capabilities and other services

provided by AWS.

certain aspects of our service and any disruption of or interference with our use of the Amazon Web Services operation or any other cloud

services provider would impact our operations and our business would be adversely impacted.

Amazon Web Services (“AWS”) provides distributed computing

infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service.

and computer systems have been designed to utilize data processing, storage capabilities and other services provided by AWS and other

cloud service provider(s).

Currently, we run the vast majority of our computing on AWS.

Given this, along with the fact that we cannot easily switch

our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations and our

business would be adversely impacted.

internet search engines’ methodologies or other channels that we utilize to direct traffic to our website are modified, or our search

result page rankings decline for other reasons, our user growth could decline.

Given this, along with the fact that we cannot

easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would impact our operations

and our business would be adversely impacted.

We rely on our international offices

to provide back office support functions, and if we are unable to manage the challenges associated with our international operations,

our ability to operate our business may be adversely affected.

We maintain international

offices in India with 13 full-time employees and Nepal with 32 full-time employees, each as of December 31, 2025.

Employees at these locations

provide back office support services including branding, marketing, design, finance and accounting, as well as research and development

Operations outside the United States are subject to legal, political and operational risks that may be greater than those

present in the United States.

For example, the political change in Nepal during 2025 temporarily resulted in disruptions to transportation,

communications and normal business activities in certain areas, and similar events in the future could disrupt our operations or negatively

impact our employees.

If any such legal, political and operational risks are prolonged, our operations could be materially interrupted,

which may have an adverse effect on its business and operating results.

These risks include, but are

not limited to:

failure of telecommunications and connectivity infrastructure;

imposition of government controls and restrictions;

exposure to different business practices and legal standards;

restrictions imposed by local labor practices and laws;

compliance with local laws and regulations on a timely basis;

difficulties and costs associated with staffing and managing foreign operations;

reduced protection for intellectual property rights in some countries;

political, social and economic instability and terrorism.

natural disasters and public health emergencies;

potentially adverse tax consequences; and

fluctuations in foreign currency exchange rates.

If internet search

engines’ methodologies or other channels that we utilize to direct traffic to our website are modified, or our search result page

rankings decline for other reasons, our user growth could decline.

depend in part on various internet search engines, such as Google and Bing, as well as other channels to direct a significant amount of

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impact on our business and operating results.

We may utilize a significant amount of indebtedness

in the operation of our business.

We intend to employ prudent

leverage, to the extent available, to fund the acquisition of companies, refinance existing debt and for other corporate and business

purposes deemed advisable by us.

In determining to use leverage, we assess a variety of factors, including without limitation the anticipated

liquidity and price volatility of the assets in our investment portfolio, if applicable, the cash flow generation capability of our assets,

the availability of credit on favorable terms, any prepayment penalties and restrictions on refinancing, the credit quality of our assets

and our outlook for borrowing costs relative to the unlevered yields on our assets.

Incurring substantial debt

could subject us to many risks that, if realized, would adversely affect us, including the risk that:

(i) our cash flow from operations

may be insufficient to make required payments of principal and interest on the debt, which is likely to result in acceleration of such

(ii) our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields

will increase with higher financing cost;

(iii) we may be required to dedicate a portion of our cash flow from operations to payments

on our debt, thereby reducing funds available for distributions to our stockholders, operations and capital expenditures, future acquisition

opportunities, or other purposes;

and, (iv) the terms of any refinancing may not be as favorable as the terms of the debt being refinanced.

If we do not have sufficient

funds to repay debt at maturity, it may be necessary to refinance the debt through additional debt financings or additional capital raising.

If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates on refinancing, increases

in interest expense could adversely affect our cash flows, and, consequently, cash available for general working purposes.

If we are unable

to refinance debt on acceptable terms, we may be forced to dispose of our assets on disadvantageous terms, potentially resulting in losses.

To the extent we cannot meet any future debt service obligations, we will risk losing some or all of our assets that may be pledged to

secure our obligations to foreclosure.

Any unsecured debt agreements we enter into may contain specific cross-default provisions with

respect to specified other indebtedness, giving the unsecured lenders the right to declare a default if we are in default under other

loans in some circumstances.

Defaults under our debt agreements could materially and adversely affect us and our business operations and

cause the value of our common stock to decline.

Aspects of our

business are subject to privacy, data use and data security regulations, which may impact the way we use data to target customers, and

the increasing regulatory focus on cybersecurity and privacy issues and expanding laws could affect our business model and expose us to

increased liability.

and security laws and regulations may 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

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.

The changing privacy laws in the U.S., Europe and elsewhere, including the GDPR in the EU, which

became effective May 25, 2018, and the CCPA.

The GDPR and other European laws regarding privacy and data protection regulate the transfer

of personal data from Europe, including the European Economic Area (“EEA”) the UK, and Switzerland, to third countries that

have not been found to provide adequate protection to such personal data, including the United States, unless the parties to the transfer

have implemented specific safeguards to protect the transferred personal information.

The safeguard on which we have primarily relied

for such transfers has been use of the European Commission’s standard contractual clauses (“SCCs”).

We have undertaken

certain efforts to conform transfers of personal data from the EEA to the United States based on our understanding of current regulatory

obligations and the guidance of data protection authorities.

In the “Schrems II” decision issued by the Court of Justice of

the EU (“CJEU”) on July 16, 2020, the CJEU invalidated one mechanism for cross-border personal data transfer, the EU-U.S.

Privacy Shield, and imposed additional obligations on companies relying on the SCCs to transfer personal data.

Similarly, the CCPA was

enacted on June 28, 2018 and became effective on January 1, 2020, and it 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 CRPA, 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.

In addition, we are also subject to

the possibility of security breaches and other incidents, which themselves may result in a violation of these laws.

Additionally,

we recently acquired companies that provide mortgage brokerage services, title services and others.

Our mortgage brokerage subsidiary

is subject to the privacy regulations of the GLBA, along with its implementing regulations, which restricts certain collection, transfer,

processing, storage, use and disclosure of personal information, requires notice to individuals of privacy practices, provides individuals

with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information and imposes requirements

for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

addition, on March 1, 2017, new cybersecurity rules took effect for financial institutions, insurers and certain other companies, like

our mortgage subsidiaries, supervised by the NY Department of Financial Services (the “NY DFS Cybersecurity Regulation”).

The NY DFS Cybersecurity Regulation imposes significant regulatory burdens intended to protect the confidentiality, integrity and availability

of information systems.

We also have contractual obligations to protect confidential and personally identifiable information we obtain

from third parties.

These obligations generally require them, in accordance with applicable laws, to protect such information to the same

extent that they protect their own such information.

impact of these continuously evolving laws and regulations could have a material adverse effect on the way we use data to digitally market

and pursue our customers, as well as in our business, financial condition and results of operations.

Global economic, political and market conditions

and economic uncertainty caused by the recent outbreak of coronavirus (COVID-19) may adversely affect our business, results of operations

and financial condition.

The current worldwide volatility

of financial markets, domestic inflationary pressures, various social and political tensions in the United States and around the world,

and public health crises, such as the one caused by COVID-19, may continue to contribute to increased market volatility, may have long-term

effects on the United States and worldwide financial markets, and may cause further economic uncertainties or deterioration in the United

States and worldwide.

Economic uncertainty can have a negative impact on our business through changing spreads, structures and purchase

multiples, as well as the overall supply of investment capital.

Global economic conditions

and consumer trends have shifted since early 2020 in response to the COVID-19 pandemic, and continue to persist and may have a long-lasting

adverse impact on us and the travel industry independently of the progress of the pandemic.

Additionally, we cannot assure you that conditions

in the bank lending, capital and other financial markets will not continue to deteriorate as a result of disruptions in the financial

markets since the COVID-19 pandemic, or that our access to capital and other sources of funding will not become constrained, which could

adversely affect the availability and terms of future borrowings, renewals or refinancings.

In addition, the deterioration of global economic

conditions as a result of the pandemic may ultimately decrease occupancy levels and pricing across our portfolio and may cause one or

more of our tenants to be unable to meet their rent obligations to us in full, or at all, or to otherwise seek modifications of such obligations.

In addition, to the extent we hold any properties, governmental authorities may enact laws that will prevent us from taking action against

tenants who do not pay rent.

We do not know how long the financial markets will continue to be affected by these events and cannot

predict the effects of these or similar events in the future on the United States economy and securities markets or on our investments.

As a result of these factors, there can be no assurance that we will be able to successfully monitor developments and manage our investments

in a manner consistent with achieving our investment objectives.

As a result of

the acquisitions of Be My Neighbor and GTG Financial, we are subject to additional laws and regulations that monitor the loan origination

and servicing sectors, and rules issued by the CFPB may increase our regulatory compliance burden and associated costs.

mortgage brokerage subsidiaries are subject to the regulatory, supervisory and examination authority of the CFPB, which has oversight

of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan servicers.

The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers,

including the Truth in Lending Act, the Real Estate Settlement Procedures Act and the Fair Debt Collections Practices Act.

issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability

to repay and “qualified mortgage” standards and other origination standards and practices.

CFPB’s examinations have increased, and will likely continue to increase, our mortgage business’ administrative and compliance

They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks.

These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our mortgage

business’s ability to comply with the new rules by their effective dates, could be detrimental to their business.

The CFPB also

issued guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’

interests are protected.

The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts,

the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages

or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external

compliance monitoring and civil money penalties.

The CFPB has been active in investigations and enforcement actions and, when necessary,

has issued civil money penalties to parties the CFPB determines has violated the laws and regulations it enforces.

We are, from time to time, involved in,

and have been or may be subject to, claims, suits, government investigations, enforcement actions, and other proceedings that may result

in outcomes adverse to us, including reputational harm.

are subject to a variety of laws and regulations relating to data privacy and protection, intellectual property, securities laws, consumer

protection, information security, mortgage brokering, mortgage origination, real estate, real estate brokerage, environmental, RESPA,

fair housing or fair lending, tax matters, labor and employment matters, and commercial claims, as well as shareholder derivative actions

or purported class action lawsuits .

These laws and regulations are numerous, complex and constantly

As a result, we have been and we may, in the future, be subject to claims, suits, government investigations, enforcement actions,

and other proceedings if we fail to comply with such laws and regulations.

Any such claims, suits, government investigations, enforcement

actions, and other proceedings, which may be costly to us and/or divert the time and attention of management, may result in negative publicity

and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease business practices.

The number and scope of potential claims, suits, government investigations, enforcement actions,

and other proceedings may increase as our business expands and our products and services evolve.

Additionally,

antidiscrimination statutes, such as the Fair Housing Act and the ECOA, prohibit creditors from discriminating against loan applicants

and borrowers based on certain characteristics, such as race, religion and national origin, among others.

Various federal regulatory agencies

and departments, including the U.S.

Department of Justice and the CFPB, take the position that these laws apply not only to intentional

discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may

not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected

class of individuals).

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater

attention on “disparate impact” claims.

Regulatory agencies and private plaintiffs are expected to apply the “disparate

impact” theory to both the Fair Housing Act and ECOA in the context of mortgage lending and servicing, among others.

extent that the “disparate impact” theory continues to apply, it may significantly increase our administrative burdens, compliance

requirements and potential liability for failures to comply.

mortgage brokerage businesses’ failure to comply with the federal consumer protection laws, rules and regulations to which they

are subject, whether actual or alleged, could expose them to enforcement actions or potential litigation liabilities.

Moreover, if the

CFPB or other regulatory authorities adopt new rules governing the use of AI in mortgage underwriting or loan approval processes, we may

face additional compliance obligations and potential enforcement risks.

Our inability to adapt to these regulatory changes in a timely

and efficient manner could result in an adverse effect to our business, financial condition and results of operations in our technology

services segment.

We are subject to domestic and international

governmental export and import controls that may impair our ability to compete in international markets or subject us to liability if

we are not in compliance with applicable laws or if we do not secure or maintain the required export authorizations.

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 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.

Compliance with applicable regulatory requirements regarding the export of our services, including new releases

and/or the performance of services, may create delays in the introduction of our services in non-U.S.

markets, prevent our customers with

operations from deploying these services throughout their global systems or, in some cases, prevent the export of the services

to some countries altogether.

the necessary export license for a particular sale or offering may not be possible, may be time-consuming, and may result in the delay

or loss of sales opportunities.

In addition, compliance with the directives of the Directorate of Defense Trade Controls (“DDTC”)

may result in substantial expenses and diversion of management attention.

Any failure to adequately address the directives of DDTC could

result in civil fines or suspension or loss of our export privileges, any of which could materially adversely affect our business, financial

condition, results of operations and growth prospects.

as we depend on third-parties for key services, we rely on such third-party service providers’ compliance with laws and regulations

regarding privacy, data protection, consumer protection, securities regulation, and other matters relating to our customers and business

Should there be deficiencies in our compliance (including by third-party service providers), this could adversely impact our

reputation and could also expose us to material liability and responsibility for damages, fines, or penalties.

We are subject

to domestic and international governmental export and import controls that may impair our ability to compete in international markets

or subject us to liability if we are not in compliance with applicable laws or if we do not secure or maintain the required export authorizations.

In 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 Office of Foreign Assets

Control, Department of the Treasury (“OFAC”).

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

in Singapore, India, Nepal and other jurisdictions in which we and our subsidiaries may operate, and the European Economic Area and the

United Kingdom, to the extent our data, software or technology may be stored on, accessed from, or transmitted through servers located

in located in the EU.

As such, an export license may be required to export or re-export our technology and/or services to certain countries

and/or end-users, and/or for certain end-uses, especially AI technologies, such as those involving sensitive customer data or proprietary

If we were to fail to comply with the relevant export controls laws and regulations, economic sanctions and/or other similar

laws or regulations in any relevant jurisdictions, we could be subject to both civil and criminal penalties, including substantial fines,

possible incarceration for employees and managers for willful or knowing violations, and the possible loss of our export or import privileges.

Compliance with applicable legal and regulatory requirements regarding the export of our goods and services, including new releases and/or

the performance of services, may create delays in the introduction of our services in non-U.S.

markets, prevent our customers with non-U.S.

operations from deploying these services throughout their global systems and/or, in some cases, prevent the export of the goods and/or

services to some countries altogether.

Obtaining the necessary export license for a particular sale or offering

may not be possible, may be time-consuming, and may result in the delay or loss of sales opportunities.

In addition, compliance with the

directives of the Department of State’s Directorate of Defense Trade Controls (“DDTC”) may result in substantial expenses

and diversion of management attention.

Any failure to adequately address the directives of DDTC could result in civil fines or suspension

or loss of our export privileges, any of which could materially adversely affect our business, financial condition, results of operations

and growth prospects.

Further, U.S.

export control laws and economic sanctions as well as similar laws

and regulations in other jurisdictions prohibit the export of offerings to certain U.S.

embargoed or sanctioned countries, governments,

and persons, as well as for prohibited end-uses.

We may in the future fail to secure or maintain at all times all required export authorizations,

which could have negative consequences on our business, including reputational harm, government investigations and civil and criminal

export control laws and economic sanctions as well as similar laws and regulations in other jurisdictions

prohibit the export of offerings to certain U.S.

embargoed or sanctioned countries, governments, and persons, as well as for prohibited

We may in the future fail to secure or maintain at all times all required export authorizations, including licenses, which could

have negative consequences on our business, including reputational harm, government investigations and civil and/or criminal penalties.

Additionally, monitoring and ensuring compliance with these complex export control laws, regulations and sanctions may be particularly

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or our partners to comply with all relevant export laws and regulations could have negative consequences for us, including reputational

harm, government investigations and penalties.

change in domestic or international export or import laws or regulations, economic sanctions, or related legislation, shift in the enforcement

or scope of existing export, import, or sanctions laws or regulations, or change in the countries, governments, persons, or technologies

targeted by such export, import, or sanctions laws or regulations, could result in decreased use of our platform by, or in our decreased

ability to export or sell access to our platform to, existing or potential end-customers with international operations.

Any decreased

use of our platform or limitation on our ability to export to or sell access to our platform in international markets would adversely

affect our business, financial condition, and results of operations.

Our dependence upon our business partners

and their key personnel whose continued service is not guaranteed.

Our business operations are

supported by relationships with key personnel from our subsidiaries and other potential business partners we may collaborate with, including

vendors, suppliers, service providers, and other strategic partners.

The loss of one or more of these key personnel or business partners,

or a significant change in the terms of our relationship with them, could disrupt our business operations and negatively impact our financial

Furthermore, the success of our partnerships depends on the continued service and expertise of key personnel at Naamche,

other companies we collaborate with and other companies we may acquire in the future, and we cannot guarantee that these individuals will

remain with Naamche or their respective companies, or continue to provide the same level of service or expertise to us.

If these individuals

leave or are unable to continue providing their services, our ability to maintain and grow our business relationships could be negatively

impacted, which could harm our financial results.

In the future, we may have operations in

countries known to experience high levels of corruption and any violation of anti-corruption laws could subject us to penalties and other

adverse consequences.

harm, government investigations fines, and penalties and/or other sanctions.

Any change in domestic or international export or import laws or regulations,

economic sanctions, and/or related legislation, shift in the enforcement or scope of existing export, import, and/or sanctions laws or

regulations, or change in the countries, governments, persons, or technologies targeted by such export, import, and sanctions laws or

regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell access to our platform to,

existing or potential end-customers with international operations.

Any decreased use of our platform or limitation on our ability to export

to or sell access to our platform in international markets would adversely affect our business, financial condition, and results of operations.

the future, we may have operations in countries known to experience high levels of corruption and any violation of anti-corruption laws

could subject us to penalties and other adverse consequences.

We are subject to the U.S.

Foreign Corrupt Practices Act (“FCPA”) and other laws in the United States and elsewhere that prohibit improper payments or

offers of payments to foreign governments and their officials, political parties, state-owned or controlled enterprises, and/or private

entities and individuals for the purpose of obtaining or retaining business.

We may have operations in, and that otherwise deal with countries

known to experience corruption.

Our activities in these countries create the risk of unauthorized payments or offers of payments by one

of our employees, contractors, agents, or users that could be in violation of various laws, including the FCPA and anti-bribery laws in

these countries.

Failure to comply with any of these laws and regulations may result in extensive internal or external investigations

as well as significant financial penalties and reputational harm, which could materially adversely affect our business, results of operations,

and financial condition.

We rely on our international offices to

provide back office support functions, and if we are unable to manage the challenges associated with our international operations, our

ability to operate our business may be adversely affected.

We maintain international

offices in India with 12 employees and Nepal with 56 employees.

Employees at these locations provide back office support services including

branding, marketing, design, finance and accounting, as well as research and development activities.

Operations outside the U.S.

to legal, political and operational risks that may be greater than those present in the U.S.

If the Company is unable to address and overcome

these risks, its operations could be interrupted or its growth could be limited, which may have an adverse effect on its business and

operating results.

These risks include, but are

not limited to:

failure of telecommunications and connectivity infrastructure;

imposition of government controls and restrictions;

exposure to different business practices and legal standards;

restrictions imposed by local labor practices and laws;

compliance with local laws and regulations on a timely basis;

difficulties and costs associated with staffing and managing foreign operations;

reduced protection for intellectual property rights in some countries;

political, social and economic instability and terrorism.

natural disasters and public health emergencies;

potentially adverse tax consequences; and

fluctuations in foreign currency exchange rates.

The inability to protect our intellectual

property rights could harm our reputation, damage our business or interfere with our competitive position.

Our intellectual property

is valuable and provides us with certain competitive advantages.

Copyrights, patents, trademarks, service marks, trade secrets, technology

licensing agreements, nondisclosure agreements and contracts are used to protect these proprietary rights.

Despite these precautions,

it may be possible for third parties to copy aspects of our products or, without authorization, to obtain and use information that we

regard as trade secrets.

Our pending patents may be denied, and our patents may be circumvented by our competitors.

In addition, the laws

of some foreign countries do not protect our proprietary rights as fully as do the laws of the United States.

There can be no assurance

that our means of protecting our proprietary rights in the United States or abroad will be adequate or that competing companies will not

independently develop similar technologies.

Our failure to adequately protect our proprietary rights could have a material adverse effect

on our competitive position and our business.

The third parties we may engage with are

subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters.

Many of these laws and regulations

are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties,

or otherwise harm our third party service providers and, as a result, our business.

Third parties we may engage

for key services, such as software development, marketing, investor relations and others, may be subject to a variety of laws and regulations

that involve matters such as:

Foreign Corrupt Practices Act (“FCPA”)

and other laws in the United States and elsewhere that prohibit improper payments or offers of payments to foreign governments and/or

their officials, political parties, state-owned or controlled enterprises, and/or private entities and/or individuals for the purpose

of obtaining or retaining business.

We may have operations in, and that otherwise deal with countries known to experience corruption.

Our activities in these countries and that of our affiliates and/or out third-party sub-contractors create the risk of unauthorized payments

and/or offers of payments by one of our employees, contractors, agents, or users that could be in violation of the various anti-corruption

laws, including the FCPA and anti-bribery laws in these countries.

Failure to comply with any of these laws and regulations may result

in extensive internal and/or external investigations as well as significant financial penalties and reputational harm, which could materially

adversely affect our business, results of operations, and/or financial condition.

The third parties we may engage with

are subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters.

Many of these laws

and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices,

monetary penalties, or otherwise harm our third-party service providers and, as a result, our business.

The third parties we may engage for key services, such as software

development, marketing, investor relations and others, may be subject to a variety of laws and regulations that involve matters such as:

data protection;

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distribution;

data retention and deletion;

data security;

data retention and

electronic contracts and other communications;

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and online payment services.

These laws and regulations are constantly evolving and can be subject to significant change.

As a result, the application, interpretation,

and enforcement of these laws and regulations are often uncertain and may be interpreted and applied inconsistently.

Additionally, as

we depend on third parties for key services, we rely on such third-party service providers’ compliance with laws and regulations

regarding privacy, data protection, consumer protection, and other matters relating to our customers.

These laws and regulations

are constantly evolving and can be subject to significant change.

As a result, the application, interpretation, and enforcement of these

laws and regulations are often uncertain and may be interpreted and applied inconsistently.

Additionally, as we depend on third parties

for key services, we rely on such third-party service providers’ compliance with laws and regulations regarding privacy, data protection,

consumer protection, and other matters relating to our customers.

These various federal and

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how their data is shared with third parties.

These laws and regulations, as well as any associated inquiries or investigations or any

other government actions, may be costly to comply with, result in negative publicity, require significant management time and attention,

and subject our service providers, and us, to remedies that may harm our business, including fines or demands or orders that we modify

or cease existing business practices.

We may not successfully detect

and prevent fraud, misconduct, incompetence or theft by our third-party service providers.

In addition, any removal or termination of

third-party service providers would require us to seek new vendors or providers, which would create delays and adversely affect our operations.

Poor performance by such third-party service providers will reflect poorly on us and could significantly damage our reputation among guests.

These laws and regulations, as well as any associated inquiries and/or investigations and/or

any other government actions, may be costly to comply with, result in negative publicity, require significant management time and attention,

and/or subject our service providers, and us, to remedies that may harm our business, including fines or demands or orders that we modify

or cease certain existing business practices.

We may not successfully and/or promptly detect and prevent fraud, misconduct,

incompetence and/or theft by our third-party service providers.

In addition, any removal or termination of third-party service providers

would require us to seek new vendors or providers, which would create delays and adversely affect our operations.

Poor performance by

such third-party service providers will reflect poorly on us and could significantly damage our reputation among users of our technologies.

In the event of fraud or misconduct by a third-party, we could also be exposed to material liability and be held responsible for damages,

fines or penalties and our reputation may suffer.

we fail to accurately report and present non-U.S.

GAAP financial measures, together with our financial results determined in accordance

GAAP, investors may lose confidence and our stock price could decline.

Additionally, stockholders may consider U.S.

GAAP measures

to be more relevant to our operating performance than the non-U.S.

GAAP financial measures we present.

addition to our results determined in accordance with U.S.

GAAP, we believe that certain non-U.S.

GAAP measures, such as Adjusted

EBITDA, may be useful in evaluating our operating performance.

We present Adjusted EBITDA measures as supplemental

measures in evaluating the performance of our operations and to provide better transparency into our results of operations.

intend to continue to present Adjusted EBITDA and other non-U.S.

GAAP financial measures in future filings with the SEC and other public

We may, in the future, report non-U.S.

GAAP financial measures we present inaccurately, or elect not to report or adjust the

calculation of certain non-U.S.

GAAP financial measures we present.

Any inaccurate reporting and/or election not to present our non-U.S.

GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have

a negative effect on the trading price of our common stock.

market price of our common stock may also fluctuate based on future non-U.S.

GAAP financial results we may present if investors base their

investment decisions on such non-U.S.

GAAP financial measures.

If we decide to alter or discontinue the use of non-U.S.

GAAP financial

measures in reporting our annual and quarterly results of operations, the market price of our common stock could be adversely affected

if investors analyze our performance in a different manner.

The inability to protect our intellectual

property rights could harm our reputation, damage our business or interfere with our competitive position.

Our intellectual property is valuable and provides us with certain

competitive advantages.

Copyrights, patents, trademarks, service marks, trade secrets, technology licensing agreements, nondisclosure

agreements and contracts may be used to protect these proprietary rights.

Despite these precautions, it may be possible for third parties

to copy aspects of our products or, without authorization, to obtain and use information that we regard as trade secrets.

the laws of some foreign countries do not protect our proprietary rights as fully as do the laws of the United States.

There can be no

assurance that our means of protecting our proprietary rights in the United States or elsewhere around the world will be adequate or that

competing companies will not independently develop similar technologies.

Our failure to adequately protect our proprietary rights could

have a material adverse effect on our competitive position and our business.

may in the future be subject to claims that we or others violated certain third-party intellectual property rights, which, even where

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litigation based on allegations of infringement, misappropriation, or other violations of such intellectual property rights.

be intellectual property rights held by others, including issued or pending patents, trademarks, and copyrights, and applications of the

foregoing, that they allege cover significant aspects of our technologies, content, branding, or business methods.

Moreover, companies

in the Internet and technology industries are frequent targets of practicing and non-practicing entities seeking to profit from royalties

in connection with grants of licenses.

Like many other companies in the Internet and technology industries, we sometimes enter into agreements

which include indemnification provisions related to intellectual property which can subject us to costs and damages in the event of a

claim against an indemnified third party.

may receive in the future communications from third parties, including practicing and non-practicing entities, claiming that we have infringed,

misused, or otherwise misappropriated their intellectual property rights, including alleged patent infringement.

Additionally, we may

in the future be involved in claims, suits, regulatory proceedings, and other proceedings involving alleged infringement, misuse, or misappropriation

of third-party intellectual property rights, or relating to our intellectual property holdings and rights.

Intellectual property claims

against us, regardless of merit, could be time consuming and expensive to litigate or settle and could divert our management’s attention

and other resources.

be intellectual property rights held by others, including issued or pending patents, trademarks, and copyrights, and applications of

the foregoing, that they allegedly cover significant aspects of our technologies, content, branding, and/or business methods.

companies in the internet and technology industries are frequent targets of practicing and non-practicing entities seeking to profit

from royalties in connection with grants of licenses.

Like many other companies in the internet and technology industries, we sometimes

enter into agreements which include indemnification provisions related to intellectual property which can subject us to costs and damages

in the event of a claim against an indemnified third-party.

may, in the future, receive communications from such third parties, including practicing and non-practicing entities, claiming that we

have infringed, misused, or otherwise misappropriated their intellectual property rights, including alleged patent infringement.

Additionally,

we may, in the future, be involved in claims, suits, regulatory proceedings, and/or other proceedings involving alleged infringement,

misuse, and/or misappropriation of third-party intellectual property rights, or relating to our intellectual property holdings and rights.

Intellectual property claims against us, regardless of merit, could be time consuming and expensive to litigate and/or settle and could

divert our management’s attention and divert other resources.

involving intellectual property could subject us to significant liability for damages and could result in our having to stop using certain

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Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses.

We may also be required to develop alternative non-infringing technology, content, branding, or business methods, which could require

We may also be required to develop alternative non-infringing technology, content, branding, and/or business methods, which could require

significant effort and expense and make us less competitive.

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and our business, results of operations and financial condition.

may introduce new offerings or changes to existing offerings or make other business changes, including in areas where we currently do

not compete, which could increase our exposure to patent, copyright, trademark, and other intellectual property rights claims from competitors,

other practicing entities, and non-practicing entities.

Similarly, our exposure to risks associated with various intellectual property

claims may increase as a result of acquisitions of other companies.

Third parties may make infringement and similar or related claims

after we have acquired a company or technology that had not been asserted prior to the acquisition.

The obligations

to the Lender under the Note (each as defined below) and related agreements are secured by a security interest in all of our non-foreign

assets and all of the assets of certain of our wholly-owned subsidiaries, so if we default on those obligations, the Lender could proceed

against any or all such assets.

obligations under the Note and the related agreements are secured by all of our non-foreign assets and all of the assets of Rhove, our

wholly-owned subsidiary, pursuant to security agreements and intellectual security agreements executed by us and Rhove in connection with

the issuance of the Note.

As such, the Lender may enforce its security interests over our non-foreign assets and the assets of Rhove that

secure the repayment of such obligations, take control of such assets and operations, force us to seek bankruptcy protection or force

us to curtail or abandon our current business plans and operations.

If that were to happen, any investment in our securities could become

We are subject

to certain contractual limitations that could materially adversely affect our ability to consummate future financings.

to the Purchase Agreement (as defined below), in connection with the issuance of the Note to the Lender, we agreed to be subject to certain

restrictions on our ability to issue securities until all of our obligations under the Note, Purchase Agreement and all other related

agreements are paid and performed in full.

Specifically, we agreed, among other things, to (i) not make any Restricted Issuances (as defined

in the Purchase Agreement) without the Lender’s prior written consent, which consent may be granted or withheld in the Lender’s

sole and absolute discretion, unless the proceeds therefrom are used to repay the Note in full;

(ii) not grant any lien, security interest

or encumbrance, subject to certain exceptions, on any of our or our subsidiaries’ assets, in each case without the Lender’s

prior written consent, which consent may be granted or withheld in the Lender’s sole discretion;

and (iii) not enter into any agreement

or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits us, other than

such lock ups, restrictions or prohibitions with a term of no more than 75 days in connection with one transaction, or series of transactions,

per any 12 month period:

(a) from entering into a variable rate transaction with the Lender or any of the Lender’s affiliates, or

(b) from issuing securities to the Lender or any of the Lender’s affiliates.

Such restrictions could materially adversely affect

our ability to consummate future financings.

Under the terms of the Purchase Agreement, if we breach or allegedly breach such restrictions,

we will be obligated to indemnify the Lender and all its officers, directors, employees, attorneys, and agents for loss or damage arising

as a result of or related to such breach or alleged breach, which could have a material adverse effect on our business, results of operations,

and financial condition.

the Purchase Agreement further provides that at any time during the 12-month period beginning on the date of the issuance and sale of

the Note, the Lender will have the right, but not the obligation, with our prior written consent, to reinvest up to an additional $5,000,000

in the aggregate in the Company in one or more notes on the same terms and conditions as the Note, there can be no assurance that the

Lender will exercise such right or that we will be able to negotiate such reinvestment from the Lender on terms acceptable to us.

Purchase Agreement also contains a “most favored nation” provision pursuant to which, so long as the Note is outstanding,

upon any issuance by us of any debt security with any economic term or condition more favorable to the holder of such security or with

a term in favor of the holder of such security that was not similarly provided to the Lender in the transaction documents related to the

Note, we agreed to notify the Lender of such additional or more favorable economic term and such term, at the Lender’s option, shall

become a part of the transaction documents related to the Note for the benefit of the Lender.

Such “most favored nation” provision

may also restrict our ability to secure future financings unless the Lender waives its rights under such provision.

we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue

our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited,

which could have a material adverse effect on our business, results of operations, and financial condition.

If we fail to comply

with the restrictions and covenants in the Purchase Agreement or the Note, there could be an event of default under the Note, which could

result in an acceleration of payments due under the Note, the application of default interest and other consequences.

to meet the restrictions, obligations and limitations under the Purchase Agreement and the Note may result in an event of default in accordance

with the terms of the Note.

Such events include, among others, our failure to pay any amount when due and payable thereunder, us becoming

insolvent or declaring bankruptcy, the occurrence of a Fundamental Transaction (as defined in the Purchase Agreement) except those that

result in the Note being paid in full, failure to observe and comply with certain covenants, obligations, conditions or agreements set

forth therein, any representation, warranty or other statement made therein or otherwise in connection with the issuance of this Note

being false, incorrect, incomplete or misleading in any material respect subject to certain cure periods, and effectuating a reverse stock

split without a certain prior written notice to the Lender, which events could result in the acceleration of obligations under the Note.

Also, an event of default would, among other things, provide the noteholder with the right to increase the outstanding balance by 10%

for certain major events of default and 5% for others, subject to certain limitations set forth in the Note.

Additionally, at any time

following an event of default, upon written notice to us, interest will accrue on the outstanding balance of the Note beginning on the

date the applicable event of default occurred at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under

applicable law.

Such consequences upon an event of default could materially impair our financial condition and liquidity.

if the Lender accelerates the Note, we cannot assure you that we will have sufficient assets to satisfy our obligations under the Note.

The redemption

feature of the Note may require us to make redemption payments at the request of the Lender, which redemptions may have a material adverse

effect on our cash flows, results of operations and ability to pay our debts as they come due, and we may not have the required funds

to pay such redemptions, which could result in an event of default under the Note.

time to time, the Lender may redeem up to $545,000 of the Note per month, which amount will be due and payable in cash within three trading

days of our receipt of a redemption notice from the Lender.

Further, once we have made five redemption payments in cash, all subsequent

redemption payments paid in cash will be subject to a 9% redemption premium.

Such redemptions may have a material adverse effect on our

cash flows, results of operations and ability to pay our other debts as they come due.

In addition, we may not have the required funds

to pay such redemptions and our failure to pay the redemptions, when due, may result in an event of default under the Note.

we fail to accurately report and present non-GAAP financial measures, together with our financial results determined in accordance with

GAAP, investors may lose confidence and our stock price could decline.

Additionally, stockholders may consider GAAP measures to be more

relevant to our operating performance than the non-GAAP financial measures we present.

addition to our results determined in accordance with GAAP, we believe certain non-GAAP measures, such as Adjusted EBITDA, may

be useful in evaluating our operating performance.

We present Adjusted EBITDA measures as supplemental

measures in evaluating the performance of our operations and to provide better transparency into our results of operations.

intend to continue to present Adjusted EBITDA and other non-GAAP financial measures in future filings with the SEC and other public statements.

We may in the future fail to accurately report non-GAAP financial measures we present, or elect not to report or adjust the calculation

of certain non-GAAP financial measures we present.

Any failure to accurately report and present our non-GAAP financial measures could

cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading

price of our common stock.

market price of our stock may also fluctuate based on future non-GAAP financial results we may present if investors base their investment

decisions on such non-GAAP financial measures.

If we decide to alter or discontinue the use of non-GAAP financial measures in reporting

our annual and quarterly results of operations, the market price of our stock could be adversely affected if investors analyze our performance

in a different manner.

Our ongoing disputes with GYBL may be costly,

time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’ exercise

price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business

On November 1, 2024, we filed a lawsuit against GEM Yield Bahamas Limited

(“GYBL”) in the United States District Court for the Southern District of New York (the “Court”) in which we have

asserted two causes of action:

(i) rescission of the warrants issued to GYBL (the “GEM Warrants”) pursuant to that certain

Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and

among us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”, and together with GYBL, “GEM”), pursuant

to Section 29(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) due to GYBL’s underlying

violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer, and (ii) in the alternative,

a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by the terms provided in the GEM

Warrants, rather than the terms of the GEM Agreement.

Following a motion to dismiss filed by GYBL on January 17, 2025, the Court granted

such motion to dismiss on March 14, 2025.

Following such dismissal by the Court, GYBL filed a separate lawsuit against us, in which GYBL

is asserting two causes of action against us:

(1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity

and enforceability of the GEM Warrants.

In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined

at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs.

We may introduce new offerings

or changes to existing offerings or make other business changes, including in areas where we currently do not compete, which could increase

our exposure to patent, copyright, trademark, and other intellectual property rights claims from competitors, other practicing entities,

and non-practicing entities.

Similarly, our exposure to risks associated with various intellectual property claims may increase as a

result of acquisitions of other companies.

Third parties may make infringement and similar or related claims after we have acquired a

company or technology that had not been asserted prior to the acquisition.

Our financial condition raises substantial doubt as to our ability

to continue as a going concern.

Our independent registered

public accounting firm previously expressed substantial doubt regarding our ability to continue as a going concern in its audit report

dated March 12, 2026, for the year ended December 31, 2025.

This conclusion was based on recurring losses from operations, negative cash

flows, and the need to raise additional capital to support our ongoing activities.

Although we cannot predict

with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, management has concluded that

there is substantial doubt about our ability to continue as a going concern as discussed in “Note 3 – Going Concern”

of our audited financial statements included in this report.

Our recurring losses, negative cash flow and the uncertainties surrounding

our ability to execute and to realize our planned revenue growth and expected benefits from our operational improvement initiatives, could

impact our future profitability and liquidity, which could in the future raise substantial doubt about our ability to continue to execute

our operating plan as currently intended and require us to seek additional financing.

If adequate funds or additional financings are not

available, if and when needed, or if the terms of potential funding sources are unfavorable, our business, financial condition, and results

of operations could be materially and adversely affected.

Additionally, our financial statements have been prepared assuming that we will

continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal

course of business.

Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue

as a going concern.

disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment

of the GEM Warrants’ exercise price, and potentially other penalties and expenses, which could have a material adverse effect on

our financial position and business operations.

On November 1, 2024, we filed

a lawsuit against GEM Yield Bahamas Limited (“GYBL”) in the United States District Court for the Southern District of New

York (the “Court”) in which we have asserted two causes of action:

(i) rescission of the warrants issued to GYBL (the “GEM

Warrants”) pursuant to that certain Share Purchase Agreement, dated as of December 1, 2022

(the “GEM Agreement”), by and among us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”, and together with GYBL,

“GEM”), pursuant to Section 29(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer,

and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by

the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement.

Following a motion to dismiss filed by GYBL on January

17, 2025, the Court granted such motion to dismiss on March 14, 2025.

Following such dismissal by the Court, GYBL filed a separate lawsuit

against us, in which GYBL is asserting two causes of action against us:

(1) breach of the terms of the GEM Warrants, and (2) declaratory

relief concerning the validity and enforceability of the GEM Warrants.

In addition to the declaratory relief, GYBL is seeking monetary

damages in an amount to be determined at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs.

Given the ongoing disputes

with GYBL, the exercise price of the GEM Warrants have not been adjusted pursuant to the GEM Warrant’s terms while these disputes

with GYBL, the exercise price of the GEM Warrants has not been adjusted pursuant to the GEM Warrant’s terms while these disputes

are pending, and, to the extent any shares of common stock are sold pursuant to an equity offering, for instance, at a price per share

that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM Warrants

pending resolution of such disputes.

A final adverse ruling against us in pending lawsuits and any subsequent appeals, or in any other

claim or counterclaim, as applicable, sought by GYBL, could lead to a significant downward adjustment to the current exercise price of

the GEM Warrants, additional expenses incurred related to the lawsuits during the ongoing disputes, including, but not limited

to, attorney’s fees, and any other remedies the court may deem just.

that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM Warrants pending

resolution of such disputes.

A final adverse ruling against us in pending lawsuits and any subsequent appeals, or in any other claim or

counterclaim, as applicable, sought by GYBL, could lead to a significant downward adjustment to the current exercise price of the GEM

Warrants, additional expenses incurred related to the lawsuits during the ongoing disputes, including, but not limited to, attorney’s

fees, and any other remedies the court may deem just.

Further, any lawsuit and subsequent

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on our business, financial condition, operating results and cash flows.

If we incur penalties

pursuant to the Registration Rights Agreement with GEM, our business, results of operations and financial condition may be adversely affected .

has certain registration rights, including “piggyback” registration rights, pursuant to that certain registration rights agreement

entered into by and among us and GEM concurrently with the GEM Agreement (the “Registration Rights Agreement”).

The Registration

Rights Agreement requires us to use reasonable best efforts to maintain an effective registration statement covering the resale of the

shares of common stock issuable pursuant to the GEM Agreement and the shares of common stock underlying the GEM Warrants (collectively,

the “Registrable Securities”), and the “piggyback” registration rights provide that, if we determine to prepare

and file a registration statement relating to an offering of any of our equity securities for our own account or for the account of others

(other than a registration statement on Form S-8 or Form S-4, or their equivalent relating to securities to be issued in exchange for

other securities or equity securities to be issued solely in connection with equity securities issuable in connection with the Company’s

option or other employee benefit plans) under the Securities Act, then, in the absence of an effective registration statement covering

the resale of the Registrable Securities, we are required to deliver a written notice to GEM to that effect.

If, within five days after

the delivery of such written notice, GEM requests in writing that we include all or any part of the Registrable Securities in such registration

statement, then we are required to cause such requested Registrable Securities to be registered in the applicable registration statement.

We do not currently maintain an effective registration statement covering the resale of the Registrable Securities given our ongoing disputes

There is no guarantee that GEM will not seek penalties pursuant to the Registration Rights Agreement relating to their registration

If GEM seeks such penalties, our business, results of operations and financial condition may be adversely affected.

if we decide to adhere to the registration rights prior to the resolution of the pending disputes or upon the resolution of the pending

disputes, we may be required to expend significant resources to prepare and maintain a registration statement, respond to registration

requests, and cover other associated costs, which would limit cash available for other business purposes.

of our current executive officers and other key employees, including from our subsidiaries, could significantly harm our business.

depend on the industry experience and talent of our current executives, including Giri Devanur, our Founder and Chief Executive Officer,

Logozzo, our Chief Operating Officer and President, Piyush Phadke, our Chief Financial Officer, and other key employees from

our subsidiaries and newly acquired companies.

We also rely on individuals in key management positions within our operations, finance,

strategy, marketing and technology teams.

We believe that our future results will depend, in part, upon our ability to retain and attract

highly skilled and qualified management.

The loss of our executive officers or any key personnel could have a material adverse effect

on our operations because other officers might not have the experience and expertise to readily replace these individuals.

To the extent

that one or more of our top executives or other key management personnel depart from our company, our operations and business prospects

may be adversely affected.

In addition, changes in executives and key personnel could be disruptive to our business.

We do not have any

key person insurance.

depend on the industry experience and talent of our current executives, including Giri Devanur, our Executive Chairman of the Board,

Logozzo, our Chief Executive Officer, Thomas J.

Kutzman Jr., our Chief Financial Officer, and other key employees from our

subsidiaries and newly acquired companies.

We also rely on individuals in key management positions within our operations, finance, strategy,

marketing and technology teams.

We believe that our future results will depend, in part, upon our ability to retain and attract highly

skilled and qualified management.

The loss of our executive officers or any key personnel could have a material adverse effect on our

operations because other officers might not have the same level of experience and expertise to readily replace these individuals.

the extent that one or more of our top executives and/or other key management personnel depart from our company, our operations and business

prospects may be adversely affected.

In addition, changes in executives and key personnel could in any case be disruptive to our business.

We do not have any key person insurance.

We are also dependent

on designated brokers and licensed loan officers in each state where we conduct real estate brokerage and mortgage brokerage services.

The departure of a designated broker or key licensed loan officer could result in the suspension or loss of our authority to operate

in one or more states until a qualified replacement is identified and approved by the relevant regulatory authority, which could disrupt

our business, result in lost revenue, and expose us to regulatory penalties.

Our dependence upon our business partners

and their key business partners whose continued service is not guaranteed.

Our business operations are

supported by relationships with key business partners, including our REALTOR® affiliate, vendors, suppliers, service providers, and

other strategic partners.

The loss of one or more of these key business partners, or a significant change in the terms of our relationship

with them, could disrupt our business operations and negatively impact our financial performance.

Furthermore, the success of our partnerships

depends on the continued service and expertise of key business partners we collaborate with, and we cannot guarantee that these individuals

will continue to provide the same level of service or expertise to us.

If these individuals leave or are unable to continue providing

their services, our ability to maintain and grow our business relationships could be negatively impacted, which could harm our financial

We are permanently barred from raising capital

in Massachusetts pursuant to a Consent Order.

On April 15, 2022, we entered

into a consent order (the “Consent Order”) with the Securities Division of the Office of the Secretary of the Commonwealth

of Massachusetts.

Under the Consent Order, the Company is barred from offering or selling securities in the Commonwealth of Massachusetts,

and ordered to cease and desist from committing future violations of Massachusetts Uniform Securities Act, Mass.

“Act”), and the regulations promulgated thereunder at 950 Code Mass.

10.01-14.413.

The National Securities Markets Improvement

Act of 1996 (“NSMIA”) prevents or preempts the states from regulating the sale of certain securities, which are referred to

as “covered securities,” including securities listed on a national securities exchange such as Nasdaq.

Due to the fact that

our common stock is listed on Nasdaq, our common stock qualifies as covered securities under such statute.

Although the states are preempted

from regulating the sale of covered securities, NSMIA does allow the states to investigate companies if there is a suspicion of fraud,

and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular

The Consent Order expressly states that it is not intended to be a final order based upon violations of the Act that prohibit fraudulent,

manipulative, or deceptive conduct.

As a result, there is uncertainty as to whether the Consent Order’s prohibition on offers or

sales of our securities in the Commonwealth of Massachusetts is enforceable under federal law.

Regardless of this uncertainty, we have

not undertaken a legal determination as to the preemption question and are continuing to take steps to comply with the Consent Order.

To the extent that the Consent Order is enforceable, our ability to sell securities of the Company is limited to the remaining 49 states

and expressly excludes natural persons or legal entities that are residents of the Commonwealth of Massachusetts.

Based on information

currently available to us, we are not aware of any sales that have been made by the Company in the Commonwealth of Massachusetts since

we entered into the Consent Order.

However, if an offering of our securities were to result in sales to residents of the Commonwealth

of Massachusetts, even inadvertently, it could be viewed as a violation of the Consent Order and could subject us to additional regulatory

actions or penalties.

A regulatory action, even if it does not result in a finding of wrongdoing or penalty, could require substantial

expenditures of time, resources, and money, and could potentially damage our reputation.

Any such regulatory action or penalty could adversely

affect our business, result of operations or access to capital markets.

We expect our business model and pricing

models to continue to evolve.

Our business model has a

limited track record, and as we continue growing our business and operations, we may continue to experiment with different pricing models

and introduce new offerings and services.

We expect that the services and technology offerings associated with our business model, including

the reAlpha platform, will continue to rapidly evolve as we may need to modify our offerings to stay current in the industry.

we have not yet made a final determination regarding how we will charge customers or how certain incentives we offer through the reAlpha

platform, such as the commission rebate which we modified in mid-January 2026, will be applied to customers utilizing the reAlpha platform.

We cannot guarantee that we will be able to produce commercially successful offerings or develop a pricing model for such offerings that

is acceptable to our customers and enable us to operate profitably.

We also cannot guarantee that any modifications we make to our offerings

or business model will be successful or will not harm our business.

If the changes we make are not successful, or if we fail to make appropriate

changes, it would have a material adverse effect on our business, prospects or operations and potentially on our ability to continue as

a going concern.

we are unable to hire qualified persons, or unable to retain, motivate and develop our employees, our revenue could be adversely affected.

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We may face additional challenges in hiring employees in an increasingly competitive job market.

Related to the Proposed Merger with InstaMortgage

If the conditions to the Proposed Merger

are not satisfied or waived prior to the Outside Date, the Proposed Merger may be delayed or may not occur.

Under the terms and conditions

of the Agreement and Plan of Merger (the “Merger Agreement”) with InstaMortgage, reAlpha Merger Sub I, Inc., a Delaware corporation

and a newly formed wholly-owned subsidiary of the Company (the “Merger Sub”) and the stockholders of InstaMortgage, specified

conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the Proposed Merger (as defined below),

including receipt of regulatory approval by certain governmental authorities.

These conditions are set forth in the Merger Agreement and

are summarized in the Current Report on Form 8-K filed on December 22, 2025.

We cannot guarantee that any or all of the conditions to

the consummation of the Proposed Merger will be satisfied or waived.

If the conditions are not satisfied or waived prior to the Outside

Date, the Proposed Merger may not occur, or the consummation of the Proposed Merger may be delayed if the Outside Date (as defined in

the Merger Agreement) is extended.

Failure to complete, or delays in completing,

the Proposed Merger could materially and adversely affect our results of operations, business, financial results and/or common stock price.

On December 19, 2025, we entered

into the Merger Agreement with InstaMortgage, the Merger Sub and the Stockholders, pursuant to which the Merger Sub will merge with and

into InstaMortgage, with InstaMortgage surviving as our wholly owned subsidiary (the “Proposed Merger”), subject to the satisfaction

and/or waiver of all closing conditions set forth therein and consummation of the transactions contemplated therein.

Consummation of the

Proposed Merger is subject to the satisfaction and/or waiver of certain conditions, some of which are beyond our control and may prevent,

delay or otherwise negatively affect the Proposed Merger.

Such conditions include, among others, the receipt of required regulatory approval

of certain governmental authorities.

The conditions to the closing of the Proposed Merger may not be satisfied and/or waived and the Merger

Agreement could be terminated.

In addition, to the extent not waived, satisfying the closing conditions to consummate the Proposed Merger

may take longer, and could cost more, than we expect.

The occurrence of such events individually or in combination may adversely affect

the benefits we expect to achieve from the Proposed Merger and adversely affect our business, financial condition, results of operations

and cash flows.

In addition, if the Proposed Merger does not close by the Outside Date, the attention of our management will have been

diverted to it rather than our operations and pursuit of other opportunities.

Failure to complete the Proposed Merger would, and any delay

in completing the Proposed Merger could, prevent us from realizing the anticipated benefits from the Proposed Merger.

To the extent we consummate the Proposed

Merger, we may not be able to successfully integrate the business and operations of InstaMortgage or other entities that we have acquired

or may acquire in the future into our ongoing business operations, which may result in our inability to fully realize the intended benefits

of this proposed transaction, or may disrupt our current operations, which could have a material adverse effect on our business, financial

position and/or results of operations.

To the extent we consummate

the Proposed Merger upon satisfaction and or/waiver of the closing conditions set forth in the Merger Agreement, we plan to integrate

the operations of InstaMortgage into our business, and this process involves complex operational, technological and personnel-related

challenges, which are time-consuming and expensive and may disrupt our ongoing business operations.

Furthermore, integration involves

a number of risks, including, but not limited to:

difficulties or complications in combining the companies’ operations;

differences in controls, procedures and policies, regulatory standards and business cultures among the combined companies;

the diversion of management’s attention from our ongoing core business operations;

increased exposure to certain governmental regulations and compliance requirements;

the potential increase in operating costs;

the potential loss of key personnel;

the potential loss of key customers or suppliers who choose not to do business with the combined business;

difficulties or delays in consolidating the acquired companies’ technology platforms, including implementing systems designed to maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company and enable the Company to continue to comply with U.S.

generally accepted accounting principles and applicable U.S.

securities laws and regulations;

unanticipated costs to successfully integrate operations, technologies, personnel of acquired businesses and other assumed contingent liabilities;

difficulty comparing financial reports due to differing financial and/or internal reporting systems;

making any necessary modifications to internal financial control standards to comply with the Sarbanes-Oxley Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder;

possible tax costs or inefficiencies associated with integrating the operations of the combined company.

These factors could cause

us to not fully realize the anticipated financial and/or strategic benefits of the Proposed Merger, which could have a material adverse

effect on our business, financial condition and/or results of operations.

Even if we are able to successfully

operate the acquired business, we may not be able to realize the revenue and other synergies and growth that we anticipated from this

Proposed Merger in the time frame that we currently expect, and the costs of achieving these benefits may be higher than what we currently

expect, because of a number of risks, including, but not limited to:

the possibility that the Proposed Merger may not further our business strategy as we expected;

the possibility that we may not be able to expand the reach and customer base for the acquired companies’ current and future products as expected;

the possibility that we may not succeed in this market in the manner expected.

As a result of these risks,

the Proposed Merger and integration may not contribute to our earnings as expected, we may not achieve expected revenue synergies or our

return on invested capital targets when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits

of the Proposed Merger.

Risks Related to Our Technologies and Industry

Our business depends significantly on the

health of the U.S.

Our business depends significantly

on the health of the U.S.

residential real estate industry and changes in general economic conditions.

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seasonal or cyclical downturns in the U.S.

residential real

estate industry, which may be due to a single factor, or a combination of factors, listed below, or factors which are currently not known

to us or that have not historically affected the industry;

residential real estate industry, which may be due to a single factor, or a combination of factors, listed below, or factors which are currently not known to us or that have not historically affected the industry;

slow economic growth or recessionary conditions;

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low consumer confidence in the economy or the U.S.

real estate industry;

● consumer hesitancy to spend or take on debt due to economic

● adverse changes in local or regional economic conditions in

the markets that we serve, particularly our top-10 markets and markets into which we are attempting to expand;

● increased mortgage rates, reduced availability of mortgage

financing, or increased down payment requirements;

● low home inventory levels, which may result from zoning regulations,

higher construction costs including those resulting from potential tariffs, and housing market uncertainty that discourages some home

sellers, among other factors;

● lack of affordably priced homes, which may result from home

prices growing faster than wages, among other factors;

● volatility and general declines in the stock market or lower

yields on individuals’ investment portfolios;

● increased barriers to, or expenses associated with, home ownership,

including the unavailability of insurance or rising insurance costs that may result from more frequent and severe natural disasters and

inclement weather;

● newly enacted and potential federal, state, and local legislative

actions, as well as new judicial decisions, that would affect the residential real estate industry generally or in our top-10 markets,

including (i) actions or decisions that would increase the tax liability arising from buying, selling, or owning real estate;

or decisions that would change the way real estate brokerage commissions are negotiated, calculated, or paid;

(iii) actions or decisions

that would discourage individuals from owning, or obtaining a mortgage on, more than one home;

and (iv) potential reform relating to

Fannie Mae, Freddie Mac, and other government sponsored entities that provide liquidity to the mortgage market;

● loss in confidence in the debt, obligations, or operations

residential real estate industry;

consumer hesitancy to spend or take on debt due to economic uncertainty;

adverse changes in local or regional economic conditions in the markets that we serve, particularly our top-10 markets and markets into which we are attempting to expand;

increased mortgage rates, reduced availability of mortgage financing, or increased down payment requirements;

low home inventory levels, which may result from zoning regulations, higher construction costs including those resulting from potential tariffs, and housing market uncertainty that discourages some home sellers, among other factors;

lack of affordably priced homes, which may result from home prices growing faster than wages, among other factors;

volatility and general declines in the stock market or lower yields on individuals’ investment portfolios;

increased barriers to, or expenses associated with, home ownership, including the unavailability of insurance or rising insurance costs that may result from more frequent and severe natural disasters and inclement weather;

newly enacted and potential federal, state, and local legislative actions, as well as new judicial decisions, that would affect the residential real estate industry generally or in our top-10 markets, including (i) actions or decisions that would increase the tax liability arising from buying, selling, or owning real estate;

(ii) actions or decisions that would change the way real estate brokerage commissions are negotiated, calculated, or paid;

(iii) actions or decisions that would discourage individuals from owning, or obtaining a mortgage on, more than one home;

and (iv) potential reform relating to Fannie Mae, Freddie Mac, and other government sponsored entities that provide liquidity to the mortgage market;

loss in confidence in the debt, obligations, or operations in the U.S.

government, or a shutdown of the U.S.

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changes that cause U.S.

real estate to be more expensive for

foreign purchases, such as (i) increases in the exchange rate for the U.S.

dollar compared to foreign currencies and (ii) foreign regulatory

changes or capital controls that make it more difficult for foreign purchasers to withdraw capital from their home countries or purchase

and hold U.S.

● changed generational views on homeownership and generally

decreased financial resources available for purchasing homes;

● war, terrorism, political uncertainty, competing priorities

of the new presidential administration, natural disasters, inclement weather, health epidemics or pandemics, and acts of God, and the

effects of such events on the U.S.

real estate to be more expensive for foreign purchases, such as (i) increases in the exchange rate for the U.S.

dollar compared to foreign currencies and (ii) foreign regulatory changes or capital controls that make it more difficult for foreign purchasers to withdraw capital from their home countries or purchase and hold U.S.

changed generational views on homeownership and generally decreased financial resources available for purchasing homes;

war, terrorism, political uncertainty, competing priorities of the new presidential administration, natural disasters, inclement weather, health epidemics or pandemics, and acts of God, and the effects of such events on the U.S.

residential real estate market.

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We believe that our competitors

real estate platforms offering streamlined homebuying and selling solutions, such as Zillow Group, Inc.

(“Zillow”), Opendoor

Technologies Inc., FlyHomes and Redfin Corporation (“Redfin”);

mortgage platforms which streamline the home financing process through the integration of technology, such as Better Home & Finance

Holding Company and Rocket Mortgage;

companies offering digital solutions for title and escrow services, such as First American Financial Corporation, Qualia Labs, Inc.

Endpoint Holdings, LLC.

AI-driven real estate platforms offering streamlined homebuying and selling solutions, such as Zillow, Opendoor, FlyHomes and Redfin Corporation (“Redfin”);

Digital mortgage platforms which streamline the home financing process through the integration of technology, such as Better Home & Finance Holding Company and Rocket Mortgage;

Title companies offering digital solutions for title and escrow services, such as First American Financial Corporation, Qualia Labs, Inc.

and Endpoint Holdings, LLC.

Our competitors are adopting

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Increased competition could

result in reduced demand for our platforms and technologies, slow our growth, and materially adversely affect our business, results of

result in reduced demand for our platform and technologies, slow our growth, and materially adversely affect our business, results of

operations, and financial condition.

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There are now numerous competing

companies that offer AI-powered solutions for real estate purposes, such as Redfin, Zillow, Keyway Real Estate, Inc.

of these competitors also aggregate property listings obtained through various sources, including the websites of property managers.

of these competitors or potential competitors also have more established or varied relationships with customers in the real estate industry

than we do, and they could use these advantages in ways that could affect our competitive position, including by entering the travel and

accommodations businesses.

For example, some competitors or potential competitors are creating “super-apps” where consumers

can use many online services without leaving that company’s app, e.g., in particular regions, such as Asia, where e-commerce transactions

are conducted primarily through apps on mobile devices.

If any of these platforms are successful in offering services similar to ours

to customers seeking similar solutions, or if we are unable to offer our services to customers within these super-apps, our customer acquisition

efforts could be less effective and our customer acquisition costs, including our brand and performance marketing expenses, could increase,

any of which could materially adversely affect our business, results of operations, and financial condition.

companies that offer AI-powered solutions for real estate purposes, such as Redfin, Zillow, Opendoor and others.

Some of these competitors

also aggregate property listings obtained through various sources, including the websites of property managers.

Some of these competitors

or potential competitors also have more established or varied relationships with customers in the real estate industry than we do, and

they could use these advantages in ways that could affect our competitive position, including by entering the travel and accommodations

For example, some competitors or potential competitors are creating “super-apps” where consumers can use many

online services without leaving that company’s app, e.g., in particular regions, such as Asia, where e-commerce transactions are

conducted primarily through apps on mobile devices.

If any of these platforms are successful in offering services similar to ours to customers

seeking similar solutions, or if we are unable to offer our services to customers within these super-apps, our customer acquisition efforts

could be less effective and our customer acquisition costs, including our brand and performance marketing expenses, could increase, any

of which could materially adversely affect our business, results of operations, and financial condition.

We also face increasing competition

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search rankings, could decrease our search traffic, increase traffic acquisition costs, and/or disintermediate our technologies and offerings.

The reAlpha platform is currently limited

to certain geographic markets.

Our failure to adapt to any substantial shift in the relative percentage of residential housing transactions

from these markets to other markets in the United States could adversely affect our financial performance.

During the year ended December

31, 2024, the reAlpha platform was available in 20 counties in Florida.

Further, since our recent acquisitions of Be My Neighbor and GTG

Financial, we now have the ability to operate the reAlpha platform in up to 30 U.S.

states, subject to regulatory requirements to obtain

licenses in such additional U.S.

Local and regional conditions

in these markets may differ significantly from prevailing conditions in the United States or other parts of the country.

events may adversely and disproportionately affect demand for and sales prices of homes in these markets.

For example, the recent hurricanes

in southwestern Florida may negatively impact local housing supply, demand, and sale prices in that market.

Any overall or disproportionate

downturn in demand or home prices in any of our largest markets, particularly if we are unable to increase revenue from our other markets,

could adversely affect growth of our revenue, gross profit, profitability, and market share or otherwise harm our business.

Our top market is Florida,

given that the reAlpha platform is not yet operating in other U.S.

states, but we intend to expand and target other major metropolitan

areas, where home prices and transaction volumes are generally higher than other markets.

As a result, the revenue and gross profit generated

from transactions in the reAlpha platform will be primarily comprised of transactions in Florida until we expand into additional U.S.

To the extent there is a long-term net migration to cities outside of Florida, the percentage of residential housing transactions

in the reAlpha platform may be materially affected, which will adversely affect our financial performance.

Our inability to adapt to any

shift, including failing to increase revenue and gross profit from other markets, could adversely affect our financial performance and

market share.

We have integrated,

and expect to continue to integrate in the future, AI in certain tools and features available on our platform.

AI technology presents

various operational, compliance, and reputational risks and if any such risks were to materialize, our business and results of operations

may be adversely affected.

have integrated AI technologies in many of our tools and features available on our platform that customers use when purchasing a home.

For example, we may use AI technologies to estimate home values, answer customer questions, provide real estate insights and others.

may continue to integrate these technologies in new or current offerings.

Notwithstanding the use of AI on our platform, we have yet to

utilize AI within our financial reporting or internal control over financial reporting functions.

Given that AI is a rapidly developing

technology that is in its early stages of business use, it presents a number of operational, compliance and reputational risks.

AI algorithms

are currently known to sometimes produce unexpected results and behave in unpredictable ways (e.g., “hallucinatory behavior”)

that can generate irrelevant, nonsensical, fictitious, deficient, offensive or factually incorrect content and results, which if incorporated

into our platform, may result in reputational harm to us and our agents and be damaging to our brand.

Additionally, content, analyses

or recommendations that are based on AI might be found to be biased, discriminatory or harmful.

Data sets from which large language models

learn are at risk of poisoning or manipulation by bad actors, resulting in offensive or undesired output.

Similarly, the data set could

contain copyrighted material resulting in infringing output.

AI output might present ethical concerns or violate current and future laws

and regulations, including licensing laws and a variety of federal and state fair lending laws and regulations such as the Fair Housing

Act, the ECOA, the Home Mortgage Disclosure Act, and the prohibition against engaging in Unfair, Deceptive, or Abusive Acts or Practices

pursuant to the Dodd-Frank act.

expect that there will continue to be new laws or regulations concerning the use of AI technology, which might be burdensome for us to

comply with and may limit our ability to offer or enhance our existing tools and features within the reAlpha platform or new offerings

based on AI technology.

Further, the use of AI technology involves complexities and requires specialized expertise.

We may not be able

to attract and retain top talent to support our AI technology initiatives.

If any of the operational, compliance or reputational risks

were to materialize, our business and results of operations may be adversely affected.

The reAlpha platform and our services are

currently limited to certain geographic markets and if we are unable to successfully expand the reAlpha platform and our services to new

markets, our growth prospects, results of operations and financial condition may be adversely affected.

Currently, all three services

(realty, mortgage brokering, and digital title and escrow 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.

Our growth strategy depends in part on our ability to expand our

services into additional markets.

Expanding into new geographic areas involves significant risks and uncertainties, including the need

to adapt our services to local market conditions, competitive dynamics, consumer preferences, regulatory and licensing requirements, and

operational and infrastructure constraints.

We may incur significant upfront costs and devote substantial management time and resources

to market expansion efforts that may not generate anticipated returns or achieve profitability within expected timeframes, or at all.

In addition, we may face increased competition from established local or national competitors, challenges in recruiting and retaining

qualified personnel, and difficulties in scaling our systems and processes to support expansion.

If we are unable to successfully enter

and grow in new markets, or if our expansion efforts divert resources from our existing operations, our growth prospects, results of operations

and financial condition could be adversely affected.

Our technologies that are currently being

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or crashes during and after the development process of any of our technologies that could cause adverse results on our timelines and ability

We rely on our technology for our business model and scalability.

Should the technology not yield the expected results, we

may not be able to achieve scalability on the timeline or at all that we have forecasted.

We rely on the ability of our employees to develop

our technologies to achieve desired results.

If our technologies take longer than expected to be commercialized due to any delays during

their development, or not function as we intended, our business and results of operations may be materially affected.

The implementation of artificial intelligence

into our technologies may prove to be more difficult than anticipated and may adversely affect our business.

We rely on our technology, including, without limitation, the reAlpha platform, “Claire” and our internal AI-powered

tools, for our business model and scalability.

Should the technology not yield the expected results, we may not be able to achieve scalability

on the timeline or at all that we have forecasted.

We rely on the ability of our employees to develop our technologies to achieve desired

If our technologies take longer than expected to be commercialized due to any delays during their development, or not function

as we intended, our business and results of operations may be materially affected.

The implementation of AI into our technologies

may prove to be more difficult than anticipated and may adversely affect our business.

success depends, in part, upon our ability to address the needs of our customers by using and integrating AI technology to provide products

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We may not be able to effectively develop AI technology-driven

products and services or be successful in marketing these products and services to our customers, or effectively deploy new technologies

products and services or be successful in marketing these products and/or services to our customers or effectively deploy new technologies

to improve efficiency.

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and results of operations .

The use of new

and evolving technologies, such as artificial intelligence, in our operations may require us to expend material resources for compliance

and may present risks and challenges that can impact our business including by posing security and other risks to our confidential information,

proprietary information and personal information, any of which may result in reputational harm and liability, or otherwise adversely affect

our business.

The use of new and evolving technologies,

such as AI, in our operations may require us to expend material resources for compliance and may present risks and challenges that can

impact our business including by posing security and other risks to our confidential information, proprietary information and personal

information, any of which may result in reputational harm and liability, or otherwise adversely affect our business.

AI into our operations presents risks and challenges that could affect its adoption, and therefore our business.

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compliance in this area.

For example, the EU’s Artificial Intelligence Act — the world’s first comprehensive AI law

— entered into force on August 1, 2024 and, with some exceptions, will become fully applicable 24 months thereafter.

This legislation

imposes significant obligations on providers and deployers of high risk AI systems, and encourages providers and deployers of AI systems

to account for certain ethical principles in their design, development and use of these systems.

The rapid evolution of AI will require

the application of significant resources to design, develop, test and maintain our technology and products to help ensure that AI is implemented

in accordance with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended

harmful impacts.

The legal landscape and subsequent legal protection for the use of AI remains uncertain, and development of the law in

this area could impact our ability to enforce our proprietary rights or protect against infringing uses.

If we do not have sufficient

rights to use the data on which AI relies or to the outputs produced by AI applications, we may incur liability through the violation

of certain laws, third-party privacy or other rights or contracts to which we are a party.

Our use of AI applications may also, in the

future, result in cybersecurity incidents that implicate the personal data of customers or patients.

Any such cybersecurity incidents

related to our use of AI applications could adversely affect our reputation and results of operations.

For example, the EU’s Artificial Intelligence Act - the world’s first comprehensive AI law - entered

into force on August 1, 2024, and, with some exceptions, will become fully applicable in December 2026.

This legislation imposes significant

obligations on providers and deployers of high-risk AI systems and encourages providers and deployers of AI systems to account for certain

ethical principles in their design, development and use of these systems.

The rapid evolution of AI will require the application of significant

resources to design, develop, test and maintain our technology and products and/or services to help ensure that AI is implemented in accordance

with applicable laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.

The legal landscape and subsequent legal protections for the use of AI remains uncertain, and development of the law in this area could

impact our ability to enforce our proprietary rights and/or protect against infringing uses.

If we do not have sufficient rights to use

the data on which AI relies or to the outputs produced by AI applications we may incur liability through the violation of certain laws,

third-party privacy or other rights or contracts to which we are a party.

Our use of AI applications may also, in the future, result in

cybersecurity incidents that implicate the personal data of customers.

Any such cybersecurity incidents related to our use of AI applications

could adversely affect our reputation and results of operations.

vendors and our subsidiaries may also incorporate AI tools into their own offerings, and the providers of these AI tools may not meet

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Any of these effects could

damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and

adversely impact our business.

damage our reputation, result in the loss of valuable property and information, cause us to breach our contracts and/or violate applicable

laws and regulations, and adversely impact our business.

Our success is

based on our ability to commercialize and continuously improve our technologies and platform to our customers in the real estate industry.

Our failure to achieve any of these outcomes would adversely impact our business.

Our technology offerings may also contain undetected

errors or vulnerabilities.

of our business is based in large part upon our ability to commercialize, and continuously improve, our technologies that integrate artificial

intelligence into the real estate industry solutions market.

Maintaining or improving our current technology offerings to meet

evolving industry standards and customer expectations, as well as developing commercially successful and innovative new technology, is

challenging and expensive.

based on our ability to commercialize and continuously improve our technologies and the reAlpha platform and any inability to achieve

these outcomes would adversely impact our business.

of our business is based in large part upon our ability to commercialize, and continuously improve, our technologies that integrate AI

into the real estate industry solutions market.

Maintaining or improving our current technology offerings to meet evolving industry

standards and customer expectations, as well as developing commercially successful and innovative new technology, is challenging and expensive.

As standards and expectations

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As the number of homebuyers and listings shared on our reAlpha platform, either online or

through the mobile application, and the extent and types of data grow, our need for additional network capacity and computing power will

through the iOS application, and the extent and types of data grow, our need for additional network capacity and computing power will

Maintaining or improving our current technology, network capacity and computing power to meet evolving industry standards and

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services or interfere with our customers’ access to and use of our technology and offerings.

We may be unable to obtain and provide comprehensive

and accurate real estate listings quickly, or at all, through our reAlpha platform.

We believe that users of the

reAlpha platform, whether online or mobile application, come to us primarily because of the real estate listing data that we provide.

Accordingly, if we were unable to obtain and provide comprehensive and accurate real estate listings data, our primary channels for meeting

customers will be diminished.

We get listings data primarily from MLSs in the markets we serve.

We also source listings data from public

records, other third-party listing providers, and individual homeowners and brokers.

Many of our competitors and other real estate websites

also have access to MLSs and other listings data, including proprietary data, and may be able to source listings data or other real estate

information faster or more efficiently than we can.

Since MLS participation is voluntary, brokers and homeowners may decline to post their

listings data to their local MLS or may seek to change or limit the way that data is distributed.

There are industry participants actively

working to change local MLS rules to allow brokers and homeowners to exclude more listings from the MLSs.

A competitor or another industry

participant could also create an alternative listings data service, or their own exclusive listings database, which may reduce the relevancy

and comprehensive nature of the MLSs.

If MLSs cease to be the predominant source of listings data in the markets that we serve, we may

be unable to get access to comprehensive listings data on commercially reasonable terms, or at all, which may result in fewer people using

our website and mobile application.

If we are unable to deliver a rewarding

experience on mobile devices, whether through our mobile website or mobile application, we may be unable to attract and retain customers.

experience on mobile devices, whether through our mobile website or iOS application, we may be unable to attract and retain customers.

Developing and supporting

the reAlpha platform in a website and mobile application across multiple operating systems and devices requires substantial time and resources.

the reAlpha platform on a website and iOS application across multiple operating systems and devices requires substantial time and resources.

We may not be able to consistently provide a rewarding customer experience on mobile devices and, as a result, customers we meet through

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mobile operating systems are released, we may encounter problems in developing or supporting our mobile website or mobile application

Developing or supporting our mobile website or mobile application for new devices and their operating systems may require substantial

Developing or supporting our mobile website or iOS application for new devices and their operating systems may require substantial

time and resources.

The success of our mobile website and mobile application could also be harmed by factors outside of our control, such

● increased costs to develop, distribute, or maintain our mobile

website or mobile application;

● changes to the terms of service or requirements of a mobile

application store that requires us to change our mobile application development or features in an adverse manner;

● changes in mobile operating systems, such as Apple’s

iOS and Google’s Android, that disproportionately affect us, degrade the functionality of our mobile website or mobile application,

require that we make costly upgrades to our technology offerings, or give preferential treatment to competitors’ websites or mobile applications.

The success of our mobile website and iOS application could also be harmed by factors outside of our control, such

increased costs to develop, distribute, or maintain our mobile website or mobile application;

changes to the terms of service or requirements of a mobile application store that requires us to change our mobile application development or features in an adverse manner;

changes in mobile operating systems, such as Apple’s iOS, that disproportionately affect us, degrade the functionality of our mobile website or mobile application, require that we make costly upgrades to our technology offerings, or give preferential treatment to competitors’ websites or mobile applications.

We may be unable to attract homebuyers to

our reAlpha platform website and mobile application in a cost-effective manner.

The website version and mobile

application of the reAlpha platform is our primary channel for meeting new customers seeking to purchase a home.

Accordingly, our success

depends on our ability to attract homebuyers to our website and mobile application in a cost-effective manner.

To meet customers, we rely

heavily on traffic generated from search engines and downloads of our mobile applications from mobile application stores.

on marketing methods such as targeted email campaigns, paid search advertising, social media marketing, podcasts, and TV.

the reAlpha platform in a cost-effective manner.

The website version and iOS

application version of the reAlpha platform are our primary channels for meeting new customers seeking to purchase a home.

our success depends on our ability to attract homebuyers to our website and iOS application in a cost-effective manner.

To meet customers,

we rely heavily on traffic generated from search engines and downloads of our mobile applications from mobile application stores.

rely on marketing methods such as targeted email campaigns, paid search advertising, social media marketing, podcasts, and TV.

The number of visitors to

our websites and downloads of our mobile applications depend in large part on how and where our website and mobile application rank in

Internet search results and mobile application stores, respectively.

While we use search engine optimization to help our website rank

highly in search results, maintaining or improving our search result rankings is not within our control.

Internet search engines frequently

update and change their ranking algorithms, referral methodologies, or design layouts, which determine the placement and display of a

user’s search results.

In some instances, Internet search engines may change these rankings, which may have the effect of promoting

their own competing services or the services of one or more of our competitors.

Similarly, mobile application stores can change how they

display searches and how mobile applications are featured.

our websites and downloads of our iOS application depend in large part on how and where our website and iOS application rank in internet

search results and mobile application stores, respectively.

While we use search engine optimization to help our website rank highly in

search results, maintaining or improving our search result rankings is not within our control.

Internet search engines frequently update

and change their ranking algorithms, referral methodologies, or design layouts, which determine the placement and display of a user’s

search results.

In some instances, internet search engines may change these rankings, which may have the effect of promoting their own

competing services or the services of one or more of our competitors.

Similarly, mobile application stores can change how they display

searches and how mobile applications are featured.

For instance, editors at the Apple App Store can feature prominently editor-curated

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As a result, we intend to continue to spend significant

resources maintaining, developing, and enhancing our technologies and platform;

however, these efforts may be more costly than expected

and may not be successful.

For example, we may not make the appropriate investments in new technologies, which could materially adversely

affect our business, results of operations, and financial condition.

Further, technological innovation often results in unintended consequences

such as bugs, vulnerabilities, and other system failures.

Any such bug, vulnerability, or failure, especially in connection with a significant

technical implementation or change, could result in lost business, harm to our brand or reputation, consumer complaints, and other adverse

consequences, any of which could materially adversely affect our business, results of operations, and financial condition.

The residential real estate industry may be impacted by industry

changes, including as the result of certain or future class action lawsuits or government investigations.

The residential real estate

industry faces significant pressure from private lawsuits and investigations by the Department of Justice (the “DOJ”) with

regards to antitrust and other issues, including with respect to lawsuits and investigations in which we are not a named party.

For example, in April 2019,

the National Association of Realtors (“NAR”) and certain brokerages and franchisors (including Realogy Holdings Corp., HomeServices

of America, Inc., RE/MAX and Keller Williams Realty, Inc.) were named as defendants in a class action complaint alleging a conspiracy

to violate federal antitrust laws by, among other things, requiring residential property sellers in Missouri to pay inflated commission

fees to buyer brokers (the “NAR Class Action”).

On March 15, 2024, NAR entered

a settlement agreement to resolve on a class-wide basis the claims against NAR in the NAR Class Action.

In addition to a monetary payment

of $418 million, NAR agreed to change certain business practices, including changes to cooperative compensation and buyer agreements,

which went into effect on August 17, 2024.

Specifically, among other things, the NAR settlement agreement:

(1) prohibits NAR and REALTOR®

MLSs from requiring that listing brokers or sellers make offers of compensation to buyer brokers or other buyer representatives;

(2) prohibits

NAR, REALTOR® MLSs and MLS participants from making an offer of compensation on the MLS;

and (3) requires all REALTOR® MLS participants

to enter into a written buyer agreement specifying compensation before taking a buyer on tour.

The NAR settlement received final court

approval on November 26, 2024.

Class action suits raising similar claims are pending and the outcome of the NAR Class Action may result

in additional such actions being filed.

The revised NAR rules and

practices, as well as changes resulting from any other lawsuits, could lead to changes in how real estate commissions are communicated,

negotiated, calculated, or paid, which may in turn meaningfully impact how homebuyers and sellers engage with real estate professionals

in the course of buying and selling a home.

Without mandated commission sharing, for example, we may see the introduction of hourly or

a la carte services.

Home lending rules and norms do not currently allow buyers to include buyer’s agent compensation in the balance

of a home loan, which may impair the ability of homebuyers to pay their agent fees when purchasing a home.

If such changes have the effect

of reducing buyer demand for homes generally, it would adversely impact our financial condition and results of operations.

Beyond the NAR Class Action

and various similar private actions, beginning in 2018, the DOJ commenced an investigation into NAR for violations of the federal antitrust

The DOJ and NAR appeared to reach a resolution in November 2020, resulting in the filing of a Complaint and Proposed Consent Judgment

pursuant to which NAR agreed to adopt certain rule changes, such as increased disclosure of commission offers.

The DOJ has since sought

to continue its investigation of NAR.

It is uncertain what effect, if any, the resumption of the DOJ’s investigation will have on

the larger real estate industry, including any further settlement or any decisions that may result therefrom to repeal, amend, or not

enforce existing rules and regulations.

Beyond monetary damages, the various class action suits seek to change real estate industry practices

and, along with the DOJ investigation, have prompted NAR, state and local real estate boards or MLSs, and other real estate market participants

to discuss and consider changes to long-established rules and regulations.

Although changes arising from these lawsuits and investigations

are uncertain and challenging to predict, they could result in outcomes that materially impact our business, financial condition, and

results of operations.

The properties

listed in our platform may be predominantly in regions that are particularly susceptible to natural disasters, which may make us susceptible

to the effects of these natural disasters in those areas from adverse climate developments or other causes.

reAlpha platform is currently available and operating in 20 counties in Florida, which are predominantly geographical areas that may be

impacted by adverse events such as hurricanes, floods, or other natural disasters, which could cause the value of real estate properties

in such at-risk areas to decline, and which effects could be exacerbated by climate change.

For example, rising sea levels may lead to

decreases in real estate values in at-risk areas, which, in turn, could affect our financial prospects and ability to generate revenue

through the reAlpha platform.

climate change may also result in heightened severe weather, thus further impacting these geographical areas.

Natural disasters in these

areas may cause damage to properties listed on reAlpha beyond the scope of any insurance coverage on such property, thus requiring it

to be removed from listing indefinitely until, and if, these properties are repaired, which may result in a loss of potential revenues

from the sale of these properties.

Any properties located near either coast will be exposed to more severe weather than properties located

Elements such as water, wind, hail, fire damage and humidity in these areas can increase or accelerate wear on the properties’

weatherproofing and mechanical, electrical and other systems, and cause mold issues over time.

As a result, we may lose revenue opportunities

if properties in these areas are affected by severe weather and remove from listing.

Risks Related to Ownership of Our Securities

Giri Devanur, our Chief Executive Officer,

owns a significant percentage of our common stock and will be able to exert significant control over matters subject to stockholder approval

and control the direction of our business.

Giri Devanur, our Chief Executive

Officer, beneficially owns approximately 59.78% of our common stock as of the date hereof.

As long as Mr.

Devanur holds this percentage

of beneficial ownership, he will be able to significantly influence or effectively control the composition of our board of directors and

the approval of actions requiring stockholder approval through its voting power.

Accordingly, for such a period of time, Mr.

have significant influence with respect to our management, business plans and policies.

In particular, for so long as Mr.

Devanur continues

to hold his shares, he may be able to cause or prevent a change of control of the Company or a change in the composition of our board

of directors, and could preclude any unsolicited acquisition of our Company.

Such concentrated control may also make it difficult for

our other stockholders to receive a premium for their common stock in the event that we merge with a third party or enter into different

transactions that require stockholder approval.

resources maintaining, developing, and enhancing our technologies and the reAlpha platform;

however, these efforts may be more costly

than expected and may not be successful.

For example, we may not make the appropriate investments in new technologies, which could materially

adversely affect our business, results of operations, and financial condition.

Further, technological innovation often results in unintended

consequences such as bugs, vulnerabilities, and other system failures.

Any such bug, vulnerability, or failure, especially in connection

with a significant technical implementation or change, could result in lost business, harm to our brand or reputation, consumer complaints,

and other adverse consequences, any of which could materially adversely affect our business, results of operations, and financial condition.

Risks Related to Our Securities

The market price

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These fluctuations have often been unrelated to the operating results of such companies and

in recent times have been exacerbated by investors’ concerns stemming from the COVID-19 pandemic, geopolitical issues and changes

in macroeconomic conditions.

in recent times have been exacerbated by investors’ concerns stemming from geopolitical issues and changes in macroeconomic conditions.

Factors that may affect the volatility of our stock price include the following:

● anticipated

or actual fluctuations in our quarterly or annual operating results;

● fluctuations

in interest rates;

success, or lack of success, in developing and marketing our products and services;

attacks, natural disasters and the effects of climate change, regional and global conflicts, sanctions, laws and regulations that prohibit

or limit operations in certain jurisdictions, public health crises (such as the COVID-19 pandemic) or other such events impacting countries

where we have operations;

in macroeconomic conditions, including inflationary pressures;

in financial estimates by us or of securities or industry analysts;

issuance of new or updated research reports by securities or industry analysts

announcement of new products, services, or technological innovations by us or our competitors;

announcement of new customers, partners or suppliers;

ability to collect our outstanding accounts receivable;

in our executive leadership;

developments in our industry affecting us, our customers or our competitors;

● competition;

or purported “short squeeze” trading activity;

sale or attempted sale of a large amount of common stock, including sales of common stock following exercises of outstanding warrants.

anticipated or actual fluctuations in our quarterly or annual operating results;

fluctuations in interest rates;

our success, or lack of success, in developing and marketing our products and services;

terrorist attacks, natural disasters and the effects of climate change, regional and global conflicts, sanctions, laws and regulations that prohibit or limit operations in certain jurisdictions, public health crises or other such events impacting countries where we have operations;

changes in macroeconomic conditions, including inflationary pressures;

changes in financial estimates by us or of securities or industry analysts;

the issuance of new or updated research reports by securities or industry analysts;

the announcement of new products, services, or technological innovations by us or our competitors;

the announcement of new customers, partners or suppliers;

the ability to collect our outstanding accounts receivable;

changes in our executive leadership;

regulatory developments in our industry affecting us, our customers or our competitors;

actual or purported “short squeeze” trading activity;

the sale or attempted sale of a large amount of common stock, including sales of common stock following exercises of outstanding warrants.

In addition, the market price

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With respect to these such

instances of trading volatility, including on October 23, 2023, we are not aware of any material changes in our financial condition or

results of operations that would explain such price volatility or trading volume, which we believe reflect market and trading dynamics

unrelated to our operating business or prospects and outside of our control.

We are thus unable to predict when such instances of trading

volatility will occur or how long such dynamics may last.

Under these circumstances, we would caution you against investing in our common

stock unless you are prepared to incur the risk of incurring substantial losses.

instances of trading volatility, we are not aware of any material changes in our financial condition or results of operations that would

explain such price volatility or trading volume, which we believe reflect market and trading dynamics unrelated to our operating business

or prospects and outside of our control.

We are thus unable to predict when such instances of trading volatility will occur or how long

such dynamics may last.

Under these circumstances, we would caution you against investing in our common stock unless you are prepared

to incur the risk of incurring substantial losses.

proportion of our common stock may be traded by short sellers which may put pressure on the supply and demand for our common stock, creating

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diverted from our business.

We have experienced, and expect to continue

to experience, significant dilution of our common stock, which may adversely affect the market price of our common stock and make it more

difficult to raise capital in the future.

During the fiscal year ended

December 31, 2025, the number of shares of our common stock outstanding increased from approximately 45.9 million to approximately 131.7

million, representing an increase of approximately 187%.

This increase resulted from multiple capital-raising transactions, including

a warrant inducement transaction in April 2025, a best-efforts public offering and a registered direct offering in July 2025, and the

exercise of related warrants in September and October 2025.

For more information, see “Management’s Discussion and Analysis

of Financial Condition and Results of Operations––Liquidity and Capital Resources” herein.

As of December 31, 2025,

we also had outstanding warrants to purchase approximately 9.2 million additional shares of common stock at various exercise prices, as

well as 250,000 shares of Series A Preferred Stock, each of which is convertible into shares of our common stock on March 10, 2028, or

earlier at the option of the holder.

The exercise or conversion, as applicable, of these securities would result in further dilution to

our stockholders.

In addition, the resolution of our ongoing litigation with GYBL regarding the GEM Warrants, if adverse to us, could

require a significant downward adjustment to the exercise price of the GEM Warrant that are exercisable to purchase approximately 1.7

million shares of common stock (in a cash exercise), which would increase the number of shares issuable upon exercise and result in additional

To the extent we continue

to raise capital by issuing equity securities, our stockholders may experience substantial dilution.

We may sell shares of common stock,

convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.

In particular, we may sell a substantial number of shares of our common stock pursuant to our At The Market Offering Agreement (the “HCW

Sales Agreement”) with H.C.

Wainwright & Co., LLC (“Wainwright”), pursuant to which we have the discretion to offer

and sell securities in an amount not to exceed the number or dollar amount of shares of our common stock registered on the prospectus

supplement covering the ATM offering, as may be amended or supplemented from time to time, in accordance with the terms of the HCW Sales

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Recent

Developments––At the Market Offering” herein.

We have the discretion to vary the timing, prices, and quantity of shares

of our common stock sold;

subject to market demand and market conditions.

We are also continuing to

consider additional potential acquisitions in connection with our growth strategy, and these acquisitions could involve the issuance of

additional shares of common stock or other equity securities.

For example, in connection with our acquisitions of AiChat, reAlpha Mortgage

and Prevu, we agreed to issue shares of common stock as part of the consideration thereof, and we agreed to issue shares of common stock

as part of the consideration for the proposed acquisition of InstaMortgage.

Additionally,

pursuant to the 2022 Plan, we are authorized to grant stock awards to our employees, directors and consultants.

The 2022 Plan includes

a stockholder-approved evergreen provision, which commencing October 15, 2025, permits automatic annual increases in the number of shares

reserved under the 2022 Plan in an amount equal to the lesser of:

(A) ten percent (10%) of the total number of shares of common stock

issued and outstanding on October 14 of such year or (B) 15,000,000 shares of common stock;

provided, that the Board may decide by October

15 of such year to provide that there shall be no increase in the shares of common stock available for issuance under the 2022 Plan for

such fiscal year or that the increase shall be a lesser number of shares of common stock than otherwise provided under the automatic annual

increase provision.

Any grants under the 2022 Plan, including the 2025 Short Term Incentive Plan (the “STIP”), and automatic

annual increases to the number of shares reserved under the 2022 Plan may result in additional dilution to our stockholders.

issuances of additional common stock may also adversely affect the market price of our common stock and make it more difficult to raise

capital in the future.

If we fail to regain compliance with the

continued listing requirements of Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely

Our common stock may lose

value and could be delisted from Nasdaq due to several factors or a combination of such factors.

While our common stock is currently listed

on Nasdaq, we can give no assurance that we will be able to regain compliance with the continued listing requirements of Nasdaq, including

but not limited to the Minimum Bid Price Requirement.

On May 20, 2025, we received

a letter from the Listing Qualifications Staff (the “Staff”) indicating that, based upon the closing bid price of our common

stock for the 30 consecutive business days ending on May 19, 2025, we no longer met the Minimum Bid Price Requirement.

In accordance with

Nasdaq Listing Rule 5810(c)(3)(A), we were provided a period of 180 calendar days, or until November 17, 2025, in which to regain compliance

with the Minimum Bid Price Requirement.

November 18, 2025, we received a second letter from the Staff granting our request for a 180-day extension to regain compliance with the

Minimum Bid Price Requirement.

We now have until May 18, 2026 (the “Additional Compliance Period”), to regain compliance with

the Minimum Bid Price Requirement.

This determination was based on us meeting the continued listing requirement for the market value of

publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Minimum Bid Price Requirement,

and our written notice of its intention to cure the deficiency during the Additional Compliance Period by effecting a reverse stock split,

if necessary to regain compliance with the Minimum Bid Price Requirement.

If at any time during the Additional Compliance Period, the

bid price of our common stock closes at $1 per share or more for a minimum of ten consecutive business days, the Staff will provide us

with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed.

we do not regain compliance with the Minimum Bid Price Requirement during the Additional Compliance Period, the Staff will provide written

notification to us that our common stock will be delisted.

At that time, we may appeal the relevant delisting determination to a hearings

panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

However, there can be no assurance that, if we do appeal

the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.

We will continue to monitor

the closing bid price of our common stock as we consider our available options to regain compliance with the Minimum Bid Price Requirement,

including by effectuating a reverse stock split.

There can be no assurance that we will be able to regain compliance with the Minimum

Bid Price Requirement or maintain compliance with the other continued listing requirements of Nasdaq.

If we were to be delisted,

we would expect our common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common

Additionally, we could face significant material adverse consequences, including:

a limited availability of market quotations for our common stock;

a decreased ability to issue additional securities or obtain additional financing in the future;

reduced liquidity for our stockholders;

potential loss of confidence by customers, collaboration partners and employees;

loss of institutional investor interest.

In the event of a delisting,

we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to

become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below

the Minimum Bid Price Requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

We may not be able to maintain brand recognition

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Although we have been able

to engage with an audience of potential customers and/or investors of seventy six thousand people through different channels – webinars,

email distribution, marketing materials, and others –, there is no guarantee that they will remember our existence or have a comprehensive

understanding of our business.

Brand recognition among our investor community may be limited, particularly with those community members

who are not actively engaged with our Company or have not closely followed our progress.

As a result, there is a risk that the demand

for our shares may be constrained by the lack of widespread brand recognition and investor awareness.

to engage with an audience of potential customers and/or investors through different channels, including webinars, email distribution,

marketing materials and others, there is no guarantee that they will engage with or have a comprehensive understanding of our business.

Brand recognition among our investor community may be limited, particularly with those community members who are not actively engaged

with us or have not closely followed our progress.

As a result, there is a risk that the demand for our shares may be constrained by the

lack of widespread brand recognition and investor awareness.

Additionally, we first started

our business as a short-term rental start-up that focused on syndications of real estate properties through exempt offerings (the “Syndications”).

Since then, we have discontinued such operations and shifted our business focus to developing AI technologies for the real estate technology

Given this business strategy pivot, we cannot assure investors will still recognize us as the same company they previously were

aware of or that this recent business shift will make our common stock more attractive to previous or new investors.

our business as a short-term rental start-up that focused on syndications of real estate properties through exempt offerings.

we have discontinued such operations and shifted our business focus to developing the reAlpha platform and AI technologies.

business strategy pivot, we cannot assure investors will still recognize us as the same company they previously were aware of or that

this recent business shift will make our common stock more attractive to previous or new investors.

Further, our common stock

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In such a scenario, we may face challenges in attracting investors and generating adequate demand for our shares.

Future sales and issuances of our common

stock or securities convertible into common stock, or other securities to purchase common stock, including pursuant to our equity incentive

plan or in connection with acquisitions and other transactions we may consummate from time to time, could result in additional dilution

of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that additional

capital will be needed in the future to continue our planned operations.

To the extent we raise additional capital by issuing equity securities,

our stockholders may experience substantial dilution.

We may sell common stock, convertible securities or other equity securities in one

or more transactions at prices and in a manner we determine from time to time.

If we sell common stock, convertible securities or other

equity securities in more than one transaction, including pursuant to any at-the-market agreements, such sales may result in material

dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

We cannot predict the

size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the

market price of the common stock.

Sales or issuances of substantial numbers of common stock or other securities that are convertible or

exchangeable into common stock, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices

of the common stock.

We are also continuing to

consider additional potential acquisitions in connection with our growth strategy, and these acquisitions could involve the issuance of

additional shares of common stock or other equity securities.

For example, we acquired AiChat, Be My Neighbor and GTG Financial, and in

connection with these acquisitions we agreed to issue shares of common stock as part of the consideration thereof, and additional shares

of common stock may be issued as earn-out payments based on the financial results of such acquired companies (see “Recent Developments

– Acquisition of AiChat Pte, Ltd.,” “Recent Developments – Acquisition of Debt Does Deals, LLC (d/b/a Be My Neighbor)”

and “Recent Developments – Acquisition of GTG Financial, Inc.” for more information on the earn-out payments and terms

of these completed acquisitions).

Further, as part of the consideration for the GTG Financial acquisition, we issued $281,850 (the “GTG

Consideration”) of Series A Preferred Stock (as defined below), or 14,063 shares of Series A Preferred Stock, and, in connection

with our transaction with Mercurius Media Capital LP (“MMC”), we also issued $5,000,000 (the “MMC Consideration,”

and together with the GTG Consideration, the “Preferred Consideration”) of Series A Preferred Stock, or 250,000 shares of

the Series A Preferred Stock, with a right for MMC, or its affiliates, to purchase an additional 250,000 shares of Series A Preferred

Stock on the same terms (see “Recent Developments – Acquisition of GTG Financial, Inc.” and “Recent Developments

– Advertising Agreement and Investment Agreement with Mercurius Media Capital LP” for more information).

To the extent that,

upon an Automatic Conversion (as defined below) of the shares of Series A Preferred Stock issued in connection with these transactions,

the aggregate value of the shares issued upon such Automatic Conversion, based on the volume-weighted average price or closing price of

our common stock, as applicable, is less than the Preferred Consideration, as applicable, then we will pay for such difference in value

in cash or shares of common stock, at our sole discretion.

As a result, in connection with such transactions, we may issue a significant

number of shares of our common stock at the time the shares of Series A Preferred Stock are automatically converted, in accordance with

the terms thereof, which could cause substantial dilution to the then holders of our common stock.

Additionally, pursuant to

the 2022 Plan, we are authorized to grant stock awards to our employees, directors and consultants.

In addition, our compensation committee,

in accordance with the terms of our STIP, may grant or provide for the grant of restricted stock units to our executive officers and other

participating employees or consultants.

To the extent we seek, and our stockholders approve, future increases to the number of shares

underlying our 2022 Plan, or we grant inducement awards in accordance with Nasdaq rules, our stockholders may experience additional dilution,

which could cause our stock price to fall.

We can issue and have issued shares of preferred

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certificate of incorporation authorizes us to issue up to 5,000,000 shares of preferred stock with designations, rights and preferences

determined from time-to-time by our board of directors.

Accordingly, our board of directors is empowered, without stockholder approval,

to issue preferred stock with dividend, liquidation, conversion, voting or other rights superior to those of holders of our common stock.

For example, an issuance of shares of preferred stock could:

● adversely affect the voting power of the holders of our common

● make it more difficult for a third party to gain control of

determined from time-to-time by our Board.

Accordingly, our Board is empowered, without stockholder approval, to issue preferred stock

with dividend, liquidation, conversion, voting or other rights superior to those of holders of our common stock.

For example, an issuance

of shares of preferred stock could:

adversely affect the voting power of the holders of our common stock;

make it more difficult for a third-party to gain control of us;

discourage bids for our common stock at a premium;

● limit or eliminate any payments that the holders of our common

stock could expect to receive upon our liquidation;

● otherwise adversely affect the market price or our common

limit or eliminate any payments that the holders of our common stock could expect to receive upon our liquidation;

otherwise adversely affect the market price or our common stock.

have in the past issued, and we may at any time in the future issue, shares of preferred stock.

In connection with the acquisition of

GTG Financial and our transaction with MMC, we issued 14,063 and 250,000 shares of our Series A Preferred Stock, respectively.

to and in accordance with the terms of the Certificate of Designation, each share of Series A Preferred Stock is convertible into one

share of our common stock at the election of the holder during the initial 3 year-period following the issuance of such share of Series

A Preferred Stock, and each share is automatically convertible at the end of such 3-year period following the issuance thereof, subject

to certain beneficial ownership limitations.

Each share of Series A Preferred Stock also has voting rights to vote on any matter presented

to our stockholders on an as-converted basis and it ranks senior to our common stock as to distributions and payments upon our liquidation,

dissolution and winding up.

Further, our outstanding shares of Series A Preferred Stock accrue dividends in an amount equal to 3% per

annum on its Stated Value (as defined below), which will be payable in additional shares of Series A Preferred Stock or cash, to the extent

there are any funds legally available therefor.

In connection with our transaction with

Mercurius Media Capital LP (“MMC”), we issued 250,000 shares of our Series A Preferred Stock.

Subject to and in accordance

with the terms of the Certificate of Designation, each share of Series A Preferred Stock is convertible into one share of our common stock

at the election of the holder during the initial three year-period following the issuance of such share of Series A Preferred Stock, and

each share is automatically convertible at the end of such 3-year period following the issuance thereof, subject to certain beneficial

ownership limitations.

Each share of Series A Preferred Stock also has voting rights to vote on any matter presented to our stockholders

on an as-converted basis and it ranks senior to our common stock as to distributions and payments upon our liquidation, dissolution and

Further, our outstanding shares of Series A Preferred Stock accrue dividends in an amount equal to 3% per annum on a stated

value of $20 per share (the “Stated Value”), subject to adjustment provided in the Certificate of Designation of Preferences,

Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”), which will be payable in

additional shares of Series A Preferred Stock or cash, to the extent there are any funds legally available therefor.

may choose not to pay the accrued dividends of our Series A Preferred Stock in cash, may not have sufficient available cash to pay the

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Additionally, the issuance of shares of common stock upon conversion of our Series A Preferred Stock,

including those that may be issued as payment for dividend accrued thereunder, could cause substantial dilution to the then holders of

our common stock.

Because we are a “controlled company”

as defined in the Nasdaq Stock Market Rules, you may not have protection of certain corporate governance requirements which otherwise

are required by Nasdaq’s rules.

Under Nasdaq’s rules,

a controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, group

or another company.

We are a controlled company because Mr.

Giri Devanur, our chief executive officer and chairman, holds more than 50%

of our voting power.

For so long as we remain a controlled company, we are not required to comply with the following permitted to elect

to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

board of directors is not required to be comprised of a majority of independent directors;

board of directors is not subject to the compensation committee requirement;

are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee

composed solely of independent directors.

We have not taken advantage

of these exemptions.

As a result, to the extent that we take advantage of these exemptions, you will not have the same protections afforded

to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Although we do not currently intend

to take advantage of the controlled company exemptions, we cannot assure you that, in the future, we will not seek to take advantage of

these exemptions.

Our failure to meet the continued listing

requirements of the Nasdaq could result in a delisting of our common stock and could make it more difficult to raise capital in the future.

Nasdaq has listing requirements

for inclusion of securities for trading on the Nasdaq, including minimum levels of stockholders’ equity, market value of publicly

held shares, number of public stockholders and stock price.

There can be no assurance that we will be successful in maintaining our listing

on the Nasdaq as it is possible that we may fail to satisfy the continued listing requirements, such as the corporate governance requirements

or the minimum stock price requirement.

If we fail to satisfy the continued listing requirements, the Nasdaq may take steps to delist

our common stock.

Such a delisting, or the announcement of such delisting, will have a negative effect on the price of our common stock

and would impair your ability to sell or purchase our common stock when you wish to do so.

In the event of a delisting, we may attempt

to take actions to restore our compliance with the Nasdaq listing requirements, but we can provide no assurance that any such action taken

by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent

our common stock from dropping below the Nasdaq minimum listing requirements or prevent future non-compliance with the Nasdaq listing

requirements.

If we do not maintain the listing of our common stock on the Nasdaq, it could make it harder for us to raise additional

capital in the long-term.

If we are unable to raise capital when needed in the future, we may have to cease or reduce operations.

we do not expect to pay dividends for holders of our common stock for the foreseeable future, investors seeking cash dividends should

not purchase shares of common stock.

including those that may be issued as payment for dividend accrued thereunder, could cause substantial dilution to existing stockholders.

We do not expect

to pay dividends to our common stock holders for the foreseeable future.

We have never declared or

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We currently intend to retain future earnings, if any, to finance the expansion of our business.

As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Our payment of any future dividends will be at

the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition,

operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time.

investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future

gains on their investments.

As a result, we do not anticipate paying any cash dividends to the holders of common stock in the foreseeable future.

However, the holders

of our Series A Preferred Stock are eligible to receive dividends on a yearly basis in accordance with the terms and conditions of the

Series A Preferred Stock, which may be satisfied through the issuance of additional shares of Series A Preferred Stock or cash at the

election of the holder.

Our payment of any future dividends to our holders of common stock will be at the discretion of our Board after

taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans

and the terms of any credit agreements that we may be a party to at the time.

Accordingly, investors must rely on sales of their common

stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

We are subject to additional regulatory

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In addition, new and changing laws, regulations and

standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, the Sarbanes-Oxley

Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased, and may continue to increase, the

costs and the time that must be devoted to compliance matters.

We expect these rules and regulations may continue to increase our legal

and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, SOX, regulations

related thereto and the rules and regulations of the SEC and Nasdaq, have increased, and may continue to increase, the costs and the time

that must be devoted to compliance matters.

We expect these rules and regulations may continue to increase our legal and financial costs

and lead to a diversion of management time and attention from revenue-generating activities.

Our certificate of incorporation provides

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of Chancery of the State of Delaware is the exclusive forum for:

derivative action or proceeding brought on our behalf;

action asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder;

action asserting a claim against us arising under the Delaware General Corporation Law (“DGCL”), or as to which the DGCL

confers jurisdiction on the Court of Chancery of the State of Delaware;

action arising pursuant to any provision of our second amended and restated bylaws (the “bylaws”) or certificate of incorporation;

action asserting a claim against us or any current or former director, officer or stockholder that is governed by the internal-affairs

any derivative action or proceeding brought on our behalf;

any action asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder;

any action asserting a claim against us arising under the Delaware General Corporation Law (“DGCL”), or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;

any action arising pursuant to any provision of our second amended and restated bylaws (the “bylaws”) or certificate of incorporation;

any action asserting a claim against us or any current or former director, officer or stockholder that is governed by the internal-affairs doctrine.

This provision does not apply

to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “Securities Act”),

Exchange Act or any other claim for which the U.S.

federal courts have exclusive jurisdiction.

In addition, unless we consent in writing

to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of

America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities

Act, including all causes of action asserted against any defendant to such complaint.

to suits brought to enforce a duty or liability created by the Securities Act, Exchange Act or any other claim for which the U.S.

courts have exclusive jurisdiction.

In addition, unless we consent in writing to the selection of an alternative forum, to the fullest

extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of

any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against

any defendant to such complaint.

For the avoidance of doubt,

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We note that investors cannot waive compliance with the federal securities laws and the rules and regulations

Our board of directors may change significant

corporate policies without stockholder approval.

Our Board may change significant corporate

policies without stockholder approval.

Our investment, financing,

borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations,

will be determined by our board of directors.

These policies may be amended or revised at any time and from time to time at the discretion

of our board of directors without a vote of our stockholders.

In addition, our board of directors may change our policies with respect

to conflicts of interest provided that such changes are consistent with applicable legal requirements.

will be determined by our Board.

These policies may be amended or revised at any time and from time to time at the discretion of our Board

without a vote of our stockholders.

In addition, our Board may change our policies with respect to conflicts of interest provided that

such changes are consistent with applicable legal requirements.

The rights of our stockholders to take action

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We are an “emerging

growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012.

We will remain an EGC until the

earliest to occur of (i) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more;

last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock pursuant to this registration

(iii) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year

or (iv) the date it qualifies as a “large accelerated filer” under the rules of the SEC, which means the market value

of the common stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal

quarter after it has been a reporting company in the United States for at least 12 months.

For so long as we remain an EGC, it is permitted

to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not

These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act’”).

We will remain an EGC until the earliest to occur of (i) the last day of the fiscal year in which it has total annual gross revenue of

$1.235 billion or more;

(ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock

pursuant to this registration statement;

(iii) the date on which it has issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period;

or (iv) the date it qualifies as a “large accelerated filer” under the rules of the SEC,

which means the market value of the common stock held by non-affiliates exceeds $700 million as of the last business day of its most recently

completed second fiscal quarter after it has been a reporting company in the United States for at least 12 months.

For so long as we remain

an EGC, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public

companies that are not EGCs.

These exemptions include not being required to comply with the auditor attestation requirements of Section

We may take advantage of some,

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cryptocurrency investment policy and treasury strategy exposes us to various risks associated with cryptocurrencies, including the following:

Cryptocurrencies

are a highly volatile asset.

Bitcoin, one of the most recognized cryptocurrencies, is a highly volatile asset that has traded

below $40,000 per bitcoin and above $108,000 in the 12 months preceding the date hereof, and ethereum has traded below $2,100 per ethereum

and above $4,000 per ethereum during such period.

The trading price of cryptocurrencies such as bitcoin and ethereum significantly decreased

during prior periods, and such declines may occur again in the future.

Notwithstanding this volatility, we do not currently intend to

hedge our cryptocurrency holdings and have not adopted a hedging strategy with respect to cryptocurrencies.

However, we may from time

to time engage in hedging strategies as part of our treasury management operations if deemed appropriate.

Cryptocurrencies

do not pay interest or dividends.

Cryptocurrencies generally do not pay interest or other returns and we can only generate cash

from our future cryptocurrency holdings if we sell such cryptocurrencies or implement strategies to create income streams or otherwise

generate cash by using our cryptocurrency holdings.

Even if we pursue any such strategies, we may be unable to create income streams or

otherwise generate cash from our cryptocurrency holdings, and any such strategies may subject us to additional risks.

cryptocurrency holdings may significantly impact our financial results and the market price of our common stock.

Our cryptocurrency

holdings may significantly affect our financial results and if we proceed with the purchase of additional cryptocurrencies in the future,

they will have an even greater impact on our financial results and the market price of our common stock.

cryptocurrency investment policy and treasury strategy has not been tested over an extended period of time or under different market conditions.

will need to continually examine the risks and rewards of this new cryptocurrency investment policy and treasury strategy.

This new strategy

has not been tested over an extended period of time or under different market conditions.

For example, although we believe bitcoin, due

to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined

in recent periods during which the inflation rate increased.

Some investors and other market participants may disagree with our cryptocurrency

investment policy and treasury strategy or actions we undertake to implement it.

If cryptocurrency prices were to decrease or our cryptocurrency

investment policy and treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market

price of our common stock could be materially adversely affected.

are subject to counterparty risks, including in particular risks relating to our custodians.

Although we plan to implement various

measures that will be designed to mitigate our counterparty risks, including by potentially storing all, or substantially all, of the

cryptocurrencies we may own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements

intended to establish that our property interest in custodially-held cryptocurrencies will not be subject to claims of our custodians’

creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts.

If custodially-held

cryptocurrencies are nevertheless considered to be the property of the custodians’ estates in the event that any such custodians

were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such

custodians, inhibiting our ability to exercise ownership rights with respect to such cryptocurrencies and this may ultimately result in

the loss of the value related to some or all of such cryptocurrencies.

Even if we are able to prevent any cryptocurrencies we acquire

from being considered the property of a custodian’s bankruptcy estate as part of an insolvency proceeding, it is possible that we

would still be delayed or may otherwise experience difficulty in accessing our cryptocurrencies held by the affected custodian during

the pendency of the insolvency proceedings.

Any such outcome could have a material adverse effect on our financial condition and the market

price of our common stock.

broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of cryptocurrencies.

series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies

operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager

Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and

other services to the digital assets industry, including Signature Bank and Silvergate Bank, Securities and Exchange Commission, or the

SEC, enforcement actions against Coinbase, Inc.

and Binance Holdings Ltd., the placement of Prime Trust, LLC into receivership following

a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil

fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and

former partner Gemini Trust Company, have highlighted the counterparty risks applicable to owning and transacting in digital assets.

bankruptcies, closures, liquidations and other events have, in the short-term, likely negatively impacted the adoption rate and use of

bitcoin and other cryptocurrencies.

Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving

participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of cryptocurrencies

or create or expose additional counterparty risks.

in our ownership of cryptocurrencies could have accounting, regulatory and other impacts.

While we expect to own cryptocurrencies

directly, we may investigate other potential approaches to owning cryptocurrencies, including indirect ownership (for example, through

ownership interests in a fund that owns cryptocurrencies).

If we were to own all or a portion of our cryptocurrencies in a different manner,

the accounting treatment for our cryptocurrencies and the regulatory requirements to which we are subject, may correspondingly change.

For example, the volatile nature of cryptocurrencies may force us to liquidate our holdings to use it as collateral, which could be negatively

affected by any disruptions in the crypto market, and if liquidated, the value of the collateral would not reflect potential gains in

market value of such cryptocurrencies, all of which could negatively affect our business and implementation of our cryptocurrency investment

policy and treasury strategy.

in the accounting treatment of our cryptocurrency holdings could have significant accounting impacts, including increasing the volatility

of our results.

Cryptocurrencies are currently accounted for as indefinite-lived intangible assets under generally accepted accounting

principles in the United States, which means, to the extent we acquire any cryptocurrency, we will recognize decreases in the value of

such cryptocurrencies we hold as impairments, but will not recognize any increases in their value until we have sold them.

This accounting

treatment may adversely affect our operating results in periods where we have recognized an impairment.

In December 2023, the Financial

Accounting Standards Board issued Accounting Standards Update 2023-08, or ASU 2023-08, which, upon our adoption, will require us to measure

in-scope crypto assets (including any cryptocurrency holdings we may have at the time) at fair value in our statement of financial position,

and to recognize gains and losses from changes in the fair value of our cryptocurrencies in net income each reporting period.

will also require us to provide certain interim and annual disclosures with respect to our cryptocurrency holdings.

The standard is effective

for fiscal years beginning after December 15, 2024, and early adoption is permitted.

Due in particular to the volatility in the price

of cryptocurrencies, we expect that the adoption of ASU 2023-08, to the extent we hold any cryptocurrency at such time, will have a material

impact on our financial results in future periods, increase the volatility of our financial results, and affect the carrying value of

our cryptocurrencies on our balance sheet, and could have adverse tax consequences, which in turn could have a material adverse effect

on our financial results and the market price of our common stock.

● cryptocurrencies are a highly volatile asset;

● cryptocurrencies do not pay interest or dividends;

● our cryptocurrency holdings, if any, may significantly impact our financial

results and the market price of our common stock;

● our cryptocurrency investment policy and treasury strategy has not been

tested over an extended period of time or under different market conditions;

● we are subject to counterparty risks, including in particular risks relating

to custodian who hold our cryptocurrencies;

● the broader digital assets industry is subject to counterparty risks, including

without limitation bankruptcies of digital asset companies, the closure or liquidation of financial institutions providing lending and

other services to the digital assets industry and regulatory enforcement risk, which could adversely impact the adoption rate, price,

and use of cryptocurrencies;

● changes in our ownership of cryptocurrencies could have accounting, regulatory

and other impacts;

● holding cryptocurrencies could increase the volatility of our results of

operations due to fair value accounting.

broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and

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are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

intend to acquire cryptocurrencies on an ongoing basis, which may subject us to exchange risk and additional tax, legal, and regulatory

requirements.

intend to acquire cryptocurrencies in an amount not to exceed 25% of our cash and cash equivalents, if any, in excess of our estimated

operating expenses for the 6-month period from the date of the proposed purchase, which estimated operating expenses include our allocation

for acquisition expenses and estimated future current liabilities for such 6-month period, and to hold such cryptocurrencies we purchase

as our primary treasury reserve assets until such time we deem it appropriate, subject to market conditions and our operating needs.

We may acquire

cryptocurrencies on an ongoing basis, which may subject us to exchange risk and additional tax, legal, and regulatory requirements.

of December 31, 2025, we do not hold any cryptocurrency, however, in accordance with our cryptocurrency investment policy, we may acquire

cryptocurrencies in an amount not to exceed 25% of our cash and cash equivalents, if any, in excess of our estimated operating expenses

for the six-month period from the date of the proposed purchase, which estimated operating expenses include our allocation for acquisition

expenses and estimated future current liabilities for such six-month period, and to hold such cryptocurrencies we purchase as our primary

treasury reserve assets until such time we deem it appropriate, subject to market conditions and our operating needs.

prices of cryptocurrencies such as bitcoin and ethereum have been and may continue to be highly volatile, and our ability to sell cryptocurrencies

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Company Act of 1940, as amended, and could adversely affect the market price of cryptocurrencies and the market price of our common stock.

Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940, as amended, or the 1940 Act, a company generally will be

deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged

primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages,

or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to

acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and

cash items) on an unconsolidated basis.

We do not believe that we are an “investment company,” as such term is defined in

the 1940 Act, and are not registered as an “investment company” under the 1940 Act as of the date hereof.

the SEC stated that its view is that bitcoin and ethereum are not a “security” for purposes of the federal securities laws,

Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (as amended, the “1940 Act”), a company generally will be

deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily,

or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it engages, or proposes to

engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment

securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and cash items) on an

unconsolidated basis.

We do not believe that we are an “investment company,” as such term is defined in the 1940 Act, and

are not registered as an “investment company” under the 1940 Act as of the date hereof.

the SEC stated that its view is that bitcoin and ethereum are not “securities” for purposes of the federal securities laws,

the SEC has not provided an official position regarding other cryptocurrencies.

22 unchanged sentences

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 1A. Risk Factors