What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-12 compared with 2025-04-02 · 654 added, 912 removed, 117 unchanged (93% of the section changed)

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the risks described in the section titled “Risk Factors.”

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

is to offer through our AI-powered platform a more affordable, streamlined experience for those on the journey to homeownership.

platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, mortgage

brokering, digital title and escrow services within the platform.

TM” reflects our mission

to eliminate traditional barriers to home ownership and make it more accessible and transparent.

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

acquisitions.

The reAlpha platform also provides market insights, detailed property data, and uses large language models to answer queries

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

The reAlpha platform’s capabilities

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

and commission-free basis.

Although the reAlpha platform is currently only available for homebuyers in 20 counties in Florida, we intend

to expand its capabilities nationwide by the end of 2026 depending on numerous factors, including, among other things, our ability to

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

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

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

technology infrastructure.

Our Business Model

and AI Technologies

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

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

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

our reAlpha platform.

To advance such strategy, during 2024 we announced the acquisitions of Naamche, AiChat, Hyperfast and Be My Neighbor,

and, since the beginning of 2025, GTG Financial.

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

services under our umbrella of product offerings, and, as further described below, additional operational and service-related capabilities

to the reAlpha platform.

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

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

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

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

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

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

We expect to continue seeking additional

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

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

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

Additionally, although we have already acquired two mortgage brokerage

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

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

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

Our goal is to offer,

through our AI-powered platform, a more affordable, streamlined experience for those on the journey to homeownership.

The reAlpha platform

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

integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, and certain services,

including realty services, mortgage brokering services, and digital title and escrow services within the platform.

revenue model revolves around:

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

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

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

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

our subsidiaries U.S.

Naamche and reAlpha Nepal Pvt Limited to businesses and the AI-powered conversational platform provided to customers

by our subsidiary, AiChat.

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

and to continue generating revenue.

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

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

our business.

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

Mortgage and Prevu, as well as the proposed acquisition of InstaMortgage, which would expand our mortgage operations by adding direct

lending capabilities.

Although we previously announced and completed the acquisition of GTG during the fiscal year ended December 31,

2025, GTG is no longer one of our subsidiaries as of August 21, 2025.

For more information, see “Note 5–Business Combinations–Rescission

of GTG Financial Acquisition” herein.

shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and

built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals,

and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive

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

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

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

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throughout the fiscal year 2024.

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

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

As a result, in the first

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

The discontinuation

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

Operations” for more information).

Business Segment

The technology services segment

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

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

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

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

Our technology development efforts are currently focused on

the development and enhancement of the reAlpha platform.

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

of goodwill and intangible assets under the rental business segment.

As a result, in the first quarter of 2025, our Board approved the

discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as

discontinued operations.

We currently have two reportable segments:

our homebuying services segment and our technology services segment.

Homebuying Services

homebuying services segment consists of our (i) realty services offered by reAlpha Realty and Prevu;

(ii) mortgage brokering services

offered by reAlpha Mortgage and (iii) digital title and escrow services offered by Hyperfast.

These services are mainly provided through

the reAlpha platform, which supports homebuyers with key tasks such as booking property tours, submitting offer letters, mortgage pre-approval

and closing transactions.

It also provides detailed market insights and comprehensive property data tailored to users’ areas of

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

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

the integration of AI into our homebuying services offerings

and our rebate, which is further described below.

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

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

tools for our loan officers.

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

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

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

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

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

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

loan officers.

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

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

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

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

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

to homebuyers using the reAlpha platform.

to the terms of the current commission rebate, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our

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

realty services, in each case subject to the limitations, terms and conditions described in the buyer agreement.

The current commission

rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement at closing.

to the implementation of the current commission rebate in mid-January 2026, we offered the historic commission rebate, whereby eligible

homebuyers could receive up to 75% of the buy-side brokerage commission paid in connection with the purchase of a home through the reAlpha

platform as a rebate towards closing costs, subject to market-specific commissions and minimums.

The buy-side brokerage commission was

dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available to a homebuyer

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

and digital title and escrow services.

Under this model, homebuyers could receive a 25% rebate when using only realty services, 50% when

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

The update to the current commission rebate in mid-January 2026 was designed

to make the rebate easier for customers to understand.

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

and Virginia.

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

states, and at least one service is

available in an additional 25 U.S.

states and the District of Columbia.

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

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

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

state and the District of

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

infrastructure.

Technology Services

We seek to differentiate ourselves

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

We expect that our technology

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

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

Our revenue model revolves

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

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

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

real estate and mortgage licenses in the U.S.

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

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

While the reAlpha platform is under limited availability,

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

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

We also plan to continue acquiring companies

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

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

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

We expect that our

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

platform, which will expand their overall potential customer base.

Our technology services segment

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

provided to customers by AiChat.

We expect that our technology services segment will benefit from the current growth of the AI industry,

and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development

of our technologies.

reAlpha Nepal’s

Software Development Services

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

platform and to third parties.

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

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

also provides monthly technology support services to third parties.

AiChat’s Conversational Platform

AiChat provides AI-powered

conversational customer experience platforms in the APAC region.

AiChat’s conversational platform enables businesses to automate

and optimize customer service, marketing, and e-commerce processes through the integration of major messaging channels in the APAC region,

including Facebook Messenger, WhatsApp, Instagram, LINE, and KakaoTalk.

AiChat also offers customers the ability to integrate their e-commerce

platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them to sell products via messaging

channels such as WhatsApp Pay directly to their customers.

Through these capabilities, AiChat is able to offer customers a comprehensive

array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its AI agents and chatbot capabilities,

to completing the purchase through WhatsApp.

AiChat’s technology

is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa.

The conversational platform incorporates features such as contextual memory, real-time analytics, and personalized messaging to facilitate

customer interactions.

Key functionalities of the platform include automated responses, lead qualification, and customer engagement automation.

Further, its recently released next-generation AI agents, which include Voice AI and Agentic AI, can provide human-like interactions and

personalize responses based on the context of previous conversations, remembering customer preferences and past interactions to deliver

more relevant recommendations.

With self-learning and multi-turn contextual awareness, AiChat’s next-generation AI agents can scale

human-like interactions while maintaining brand consistency, which we believe can improve customer loyalty and overall customer service

satisfaction.

AiChat generates revenue through

subscription packages of its conversational platforms and next-generation AI agents.

These packages are tailored to businesses based on

their size, needs and the volume of customer interactions.

AiChat offers flexible pricing models, including monthly and annual subscriptions,

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

Recent Developments

Acquisition of AiChat Pte.

On July 12, 2024, we entered

into a Business Acquisition and Financing Agreement (the “Acquisition Agreement”) with AiChat, a company incorporated in the

Republic of Singapore, AiChat10X Pte.

Ltd., a Singaporean company (the “AiChat Seller”), and Kester Poh Kah Yong (the “Founder”).

Under the Acquisition Agreement, we acquired 85% of the outstanding ordinary shares of AiChat, an AI-driven company specializing in conversational

customer experience solutions, from the AiChat Seller.

The remaining 15% of AiChat’s shares will be acquired on June 30, 2025 (the

“Acquisition”).

In exchange for all of the

ordinary shares of AiChat outstanding immediately prior to the execution of the Acquisition Agreement, and pursuant to the terms and subject

to the conditions of the Acquisition Agreement, we agreed to pay the AiChat Seller an aggregate purchase price of $1,140,000, consisting

(i) $312,000 in restricted shares of our common stock, based on a 10% discount to the 10 day volume weighted average price (the “VWAP

Share Price”) of our common stock as reported on the Nasdaq Capital Market (“Nasdaq”) and issuable to the AiChat Seller

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

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

on a 10% discount to the VWAP Share Price, subject to any Base Case Adjustment (as defined in the Acquisition Agreement), issuable to

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

and (iii) $240,000 in restricted shares of our

common stock, calculated at a 5% discount to the VWAP Share Price, issuable to the AiChat Seller no later than December 1, 2025 (the “Third

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

addition, we agreed to subscribe for and purchase from AiChat:

(i) 55,710 ordinary shares of AiChat as of the Acquisition’s closing

date, for a subscription price of $60,000;

and (ii) 222,841 ordinary shares of AiChat in accordance with a disbursement scheduled to be

determined and agreed to by us, AiChat and the Founder, for a total subscription price of $240,000.

Streeterville Capital, LLC Note Purchase

Agreement and Secured Promissory Note

On August 14, 2024, we entered

into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (“Lender”) pursuant

to which we issued and sold to the Lender a secured promissory note in the original principal amount of $5,455,000 (the “Note”).

The Note carries an original issue discount of $435,000 and we agreed to pay $20,000 to the Lender to cover its legal fees, accounting

costs, due diligence, monitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by us

resulting in a purchase price received by us of $5,000,000.

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

amount of the Note, and any interest, fees, charges and late fees are due 18 months following the date of issuance.

The Note and Purchase

Agreement include certain material terms, including the Lender’s ability to redeem a portion of the Note from time to time beginning

seven months after issuance, events of default and penalties associated therewith, restrictive covenants on our ability to issue securities,

subject to exceptions set forth therein, a “most favored nation” provision, among others.

In connection with the Note and

Purchase Agreement, we, Rhove, and subsequently Be My Neighbor, also entered into security agreements and intellectual security agreements

in favor of the Lender, and our U.S.

subsidiaries entered into a guaranty in favor of the Lender.

In connection with the issuance of the

Note, we also paid Maxim Group LLC (“Maxim”), as the lead placement agent of the sale of the Note and any additional notes,

a cash fee equal to 3.75% of the gross proceeds received by us for the Note and any additional notes and to reimburse Maxim for its reasonable

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

In addition, if within nine months of a closing of a

sale of the Note or any additional notes, we complete any financing of equity or equity-linked capital-raising activity with, or receive

proceeds from, any of the investors that were introduced to us by Maxim in connection with the Placement, then we will pay Maxim a cash

fee of 3.75% of the proceeds received from such financing.

Acquisition of Debt Does Deals, LLC (d/b/a

Be My Neighbor)

On September 8, 2024 (the

“Closing Date”), we entered into a Membership Interest Purchase Agreement (the “BMN Acquisition Agreement”) with

Be My Neighbor, a Texas limited liability company, along with Christopher Bradley Griffith and Isabel Williams (collectively, the “BMN

Sellers” and individually, a “BMN Seller”).

Under this agreement, we acquired 100% of the outstanding membership interests

in Be My Neighbor, a mortgage brokerage firm (the “BMN Acquisition”).

In exchange for all of the

membership interests of Be My Neighbor outstanding immediately prior to the execution of the BMN Acquisition Agreement, and pursuant to

the terms and subject to the conditions of the BMN Acquisition Agreement, we agreed to pay the BMN Sellers an aggregate purchase price

of up to $6,000,000, subject to the adjustments described below to each of the Earn-Out Payments (as defined below) provided in the BMN

Acquisition Agreement, consisting of:

(i) $1,500,000 in cash paid on the Closing Date, with each BMN Seller receiving a cash amount in

proportion to each of their membership interest percentage in Be My Neighbor;

(ii) $1,500,000 in restricted shares of our common stock,

or 1,146,837 shares of restricted common stock at a price of $1.31 per share, calculated based on the volume weighted average price of

the common stock as reported on Nasdaq for the seven consecutive trading days ending on the trading day immediately prior to the Closing

Date, to be issued within 90 days from the Closing Date and with each BMN Seller receiving an amount of shares of common stock in proportion

to each of their membership interest percentage in Be My Neighbor (the “Buyer Shares”);

and (iii) up to an aggregate of $3,000,000

in potential earn-out payments, payable in three tranches of up to $500,000, $1,000,000 and $1,500,000, respectively, in cash or restricted

shares of common stock, at our sole discretion, each of which is calculated based on a formula set forth in the BMN Acquisition Agreement

and subject to the achievement of certain financial metrics by Be My Neighbor for three successive measurement periods of 12 months, with

the first measurement period ending 12 months after the Closing Date (collectively, the “Earn-Out Payments,” and each, an

“Earn-Out Payment”).

Specifically, each Earn-Out Payment will be payable in full if Be My Neighbor achieves certain revenue

and earnings before interest, taxes, depreciation and amortization (“EBITDA”) thresholds for each of the measurement periods,

each of which is payable within 120 days of the end of a measurement period.

If Be My Neighbor does not meet the revenue and EBITDA threshold

in a measurement period, a pro-rated amount of the Earn-Out Payment for such measurement period will be paid to Be My Neighbor based on

the actual revenue and EBITDA achieved and in accordance with the formula set forth in the BMN Acquisition Agreement.

Further, if Be My

Neighbor exceeds such revenue and EBITDA thresholds during any measurement period, the Earn-Out Payment for such measurement period will

not be capped and will be increased accordingly based on the formula set forth in the BMN Acquisition Agreement.

The Buyer Shares and any Earn-Out

Payment shares (collectively, the “Shares”) will be restricted for 180 days from issuance, during which time the BMN Sellers

cannot sell, assign, or transfer them.

To comply with Nasdaq Listing Rule 5635(a), the total Shares issued cannot exceed 19.99% of our

outstanding common stock (the “Cap Amount”) immediately before the BMN Acquisition, or 8,880,383 shares.

If the Shares exceed

this Cap Amount, we will compensate the BMN Sellers in cash for the excess, according to a formula in the BMN Acquisition Agreement.

Cryptocurrency Investment Policy

December 19, 2024, our board of directors approved a cryptocurrency investment policy and the adoption of certain cryptocurrencies as

our primary treasury reserve assets.

In accordance with our cryptocurrency investment policy, we

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.

December 19, 2024, we entered into an At the Market Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners

In accordance with the terms of the Sales Agreement, we may offer and sell from time to time through A.G.P., acting

as sales agent, shares of our common stock having an aggregate offering price of up to $14,275,000 (the “Placement Shares”).

Placement Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No.

filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024, and declared effective on November 26,

January 31, 2025, we entered into Amendment No.

1 to the Sales Agreement, to reduce the floor

price from $5.00 to $3.90 per Placement Share.

Then, on February 27, 2025, we entered into Amendment No.

2 to the Sales Agreement to,

among other things, reduce the floor price from $3.90 to $0.01 per Placement Share.

March 24, 2025, we provided notice to A.G.P.

of our election to terminate the Sales Agreement, which termination was effective on March

29, 2025 in accordance with the terms of the Sales Agreement.

Through March 24, 2025, the Company had sold an aggregate of 160,879 shares

of common stock pursuant to the Sales Agreement, resulting in gross proceeds of $231,236.

Designation of Series A Convertible Preferred

February 20, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred

Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 1,000,000 shares

of the 5,000,000 shares of the authorized but unissued class of the Company’s stock known as preferred stock as Series A Convertible

Preferred Stock (the “Series A Preferred Stock”).

Series A Preferred Stock has a stated value of $20 per share (the “Stated Value”), and a conversion price per share of $20

per share, subject to adjustments provided in the Certificate of Designation (the “Conversion Price”).

The holders of outstanding

shares of Series A Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of common stock into

which the shares of Series A Preferred Stock held by such holder are convertible at the Conversion Price as of the record date for determining

stockholders entitled to vote on any matter presented to the stockholders of the Company for their action or consideration at any meeting

of stockholders of the Company (or by written consent of stockholders in lieu of meeting).

Further, commencing on the issuance date of

a share of Series A Preferred Stock, each such share of Series A Preferred Stock outstanding and not converted into Common Stock will

accrue dividends on a daily basis at a per annum rate of 3.0% of the Stated Value, which dividends will be payable no later than 60 calendar

days after the end of each Dividend Period (as defined in the Certificate of Designation) in accordance with and subject to the terms

and conditions of the Certificate of Designation (the “Preferred Dividends”).

If any shares of Series A Preferred Stock are

converted in accordance with and subject to the terms and conditions of the Certificate of Designation on a Conversion Date (as defined

in the Certificate of Designation) during the period after the last day of a Dividend Period and prior to the close of business on the

corresponding Dividend Record Date (as defined in the Certificate of Designation) for such Dividend Period, and the Company has not paid

the entire amount of the Preferred Dividends payable for such corresponding Dividend Period, then the amount of Preferred Dividends with

respect to such shares of Series A Preferred Stock will be added to the Liquidation Amount (as defined below) for purposes of such conversion,

which Liquidation Amount is the amount, as of any date and with respect to any share of Series A Preferred Stock, equal to the sum of

(x) the Stated Value and (y) accrued but unpaid dividends, if any, on such share of Series A Preferred Stock (the “Liquidation Amount”).

If any shares of Series A Preferred Stock are instead converted in accordance with and subject to the terms and conditions of the Certificate

of Designation on a Conversion Date during the period after the close of business on any Dividend Record Date and prior to the close of

business on the corresponding Dividend Payment Date (as defined in the Certificate of Designation), then the amount of Preferred Dividends

with respect to such shares of Series A Preferred Stock (the “Residual Payments”), at the Company’s option, will either

(x) be paid in cash on or prior to the date of such conversion or (y) if not paid in cash, be added to the Liquidation Amount for purposes

of such conversion.

Series A Preferred Stock ranks:

(i) senior to all of the Common Stock, (ii) senior to any class or series of capital stock of the Company

hereafter created specifically ranking by its terms junior to any Series A Preferred Stock (“Junior Securities”), (iii) on

parity with any class or series of capital stock of the Company hereafter created specifically ranking by its terms on parity with the

Series A Preferred Stock (“Parity Securities”) and (iv) junior to any class or series of capital stock of the Company hereafter

created specifically ranking by its terms senior to any Series A Preferred Stock (“Senior Securities”), in each case, as to

distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

the event of the Company’s liquidation, dissolution or winding up, holders of the Series A Preferred Stock will be entitled to,

subject to the superior rights of the holders of any Senior Securities, (i) receive, in preference to any distributions of any of the

assets, whether capital or surplus, of the Company to the holders of the Common Stock and Junior Securities and pari passu with

any distribution to the holders of Parity Securities, (a) any Residual Payments and (b) the Liquidation Amount with respect to such shares

of Series A Preferred Stock, in each case, before any payments shall be made or any assets distributed to holders of any class of Common

Stock or Junior Securities;

and (ii) participate pari passu with the holders of Common Stock (on an as-converted to Common

Stock basis and disregarding for such purpose any Beneficial Ownership Limitation (as defined in the Certificate of Designation)) in the

remaining distribution of the net assets of the Company available for distribution.

Series A Preferred Stock is convertible at the option of the holder at any time during the period beginning on the date of issuance of

such Series A Preferred Stock and ending on the date that is 3 years following the respective issuance date thereof (the “Conversion

Period”) into a number of Conversion Shares (as defined below) equal to the Liquidation Amount of such share of Series A Preferred

Stock divided by the Conversion Price, subject to any Beneficial Ownership Limitation.

On the business day after the expiration of the

Conversion Period of a Series A Preferred Stock, each such share of Series A Preferred Stock will automatically convert into a number

of Conversion Shares equal to the Liquidation Amount of such shares of Series A Preferred Stock divided by the Conversion Price, subject

to any Beneficial Ownership Limitation.

Acquisition of GTG Financial, Inc.

On February 20, 2025, we entered

into a Stock Purchase Agreement (the “GTG Purchase Agreement”) with GTG Financial and Glenn Groves, an individual (the “Seller”),

pursuant to which the Company acquired from the Seller 100% of the issued and outstanding shares of common stock of GTG (the “Acquired

Shares”), a mortgage brokerage company, the closing of which transaction (the “Closing” and the date of the Closing,

the “GTG Closing Date”) took place simultaneously with the execution of the GTG Purchase Agreement.

Pursuant to and subject to

the terms and conditions of the GTG Purchase Agreement, the Company agreed to pay to the Seller an aggregate purchase price of up to $4,200,000

for the Acquired Shares, subject to the adjustments described below, consisting of:

(i) $281,250 (the “Preferred Consideration”)

in 14,063 shares of Series A Preferred Stock (as defined below) (the “Preferred Shares”), each of which is convertible into

shares of our common stock at a conversion price of $20 per share of Series A Preferred Stock (the “Conversion Shares”), in

accordance with the terms and conditions of and subject to the adjustments set forth in the Certificate of Designation;

(ii) $1,287,000

in 700,055 restricted shares of Common Stock (the “Company Shares”), at a price per share of $1.84 calculated based on the

volume weighted average price of the Common Stock as reported on the Nasdaq Capital Market (the “VWAP”) for the 7 calendar

days immediately prior to the GTG Closing Date and payable to the Seller within 90 days from the GTG Closing Date;

(iii) $1,344,750 payable

in cash (the “Cash Portion”) to the Seller as follows:

(A) 30% of the Cash Portion payable on the 120-day anniversary of the

GTG Closing Date, (B) 30% of the Cash Portion payable on the 150-day anniversary of the GTG Closing Date and (C) 40% of the Cash Portion

payable on the 180-day anniversary of the GTG Closing Date;

and (iv) up to an aggregate of $1,287,000 in potential earn-out payments,

payable in three tranches of up to $429,000 in cash or restricted shares of Common Stock (the “Earn-Out Shares”), at the Company’s

sole discretion and subject to the adjustments described below, each of which is calculated based on a formula set forth in the GTG Purchase

Agreement and subject to the achievement of certain financial metrics by GTG for three successive measurement periods of 12 months, with

the first measurement period ending 12 months following the 1st of the month after the GTG Closing Date (collectively, the “GTG

Earn-Out Payments,” and each, an “GTG Earn-Out Payment”).

Specifically, each GTG Earn-Out Payment will be payable in

full if GTG achieves certain revenue and EBITDA thresholds for each of the measurement periods, each of which is payable within 120 days

after the end of a measurement period.

If GTG does not meet the revenue and EBITDA threshold for a measurement period, a pro-rated amount

of the GTG Earn-Out Payment for such measurement period will be paid to GTG based on the actual revenue and EBITDA achieved in accordance

with the formula set forth in the GTG Purchase Agreement.

Further, if GTG exceeds the revenue and EBITDA thresholds for any measurement

period, the GTG Earn-Out Payment for such measurement period will not be capped and will be increased accordingly based on the formula

set forth in the GTG Purchase Agreement.

Additionally, the GTG Purchase

Agreement provides that, to the extent that, upon an Automatic Conversion (as defined in the Certificate of Designation), the aggregate

value for the Conversion Shares on the Automatic Conversion Date (as defined in the Certificate of Designation) is less than the Preferred

Consideration, as determined based on the VWAP of such Conversion Shares on the Automatic Conversion Date, then the Company will pay for

such difference in value in cash or in shares of Common Stock (the “Shortfall Shares,” and together with the Conversion Shares,

Company Shares and Earn-Out Shares, the “GTG Shares”), at the Company’s sole discretion, payable or issuable to the

holder, as applicable, no later than 30 calendar days after the Automatic Conversion Date.

Further, to the extent that the Company does

not pay the Cash Portion in full by the date that is 180 days of the GTG Closing Date, then, beginning on the 181st day following the

GTG Closing Date, the outstanding amount of the Cash Portion will bear interest at a rate per annum equal to 4% and the Seller will have

the right, at the Seller’s sole discretion and to the extent permitted by law, to rescind the transactions contemplated under the

GTG Purchase Agreement, in which case the Seller will return any and all consideration paid by the Company in exchange for all the Acquired

Shares, and the Company will return the Acquired Shares to the Seller, in each case in accordance with and subject to the terms and conditions

of the GTG Purchase Agreement.

The Cash Portion outstanding at any time will also become due and payable no later than 60 days after the

Company’s consummation of a bona fide transaction or series of transactions with the principal purpose of raising capital in the

minimum amount of $10,000,000, whether through loans provided to the Company or through the sale of the Company’s equity securities.

The aggregate amount of GTG

Shares issuable under the GTG Purchase Agreement, for purposes of complying with Nasdaq Listing Rule 5635, may in no case exceed the Cap

Amount immediately prior to the execution of the GTG Purchase Agreement, or 9,206,230 shares, without stockholder approval of any shares

exceeding such amount.

In the event the GTG Shares issuable pursuant to the GTG Purchase Agreement exceed the Cap Amount, the Company

will pay the Seller cash in lieu of such excess shares of Common Stock, based on a formula set forth in the GTG Purchase Agreement.

Advertising Agreement

and Investment Agreement with Mercurius Media Capital LP

March 7, 2025, we simultaneously entered into an Advertising Agreement (the “Advertising Agreement”) and an Investment Agreement

(the “Investment Agreement,” and together with the Advertising Agreement, the “Transaction Documents”) with Mercurius

Media Capital LP (“MMC”).

In accordance with the Transaction Documents, the Company agreed to issue and sell to MMC 250,000

shares of Series A Preferred Stock for an aggregate purchase price of $5,000,000 (the “Consideration”).

The Consideration

was paid to the Company in the form of a Credit (as defined in the Advertising Agreement) issued by MMC to the Company at the closing

Date in accordance with the terms and subject to the conditions set forth in the Advertising Agreement.

the Advertising Agreement, the Company will have until December 31, 2025, or, if extended pursuant to the terms of the Advertising Agreement

at the request of the Company (the “Extension Period”), March 31, 2026 (such term, as extended pursuant to the terms of the

Advertising Agreement, the “Credit Term”), to utilize its Credit with MMC to purchase advertisements in the Media (as defined

in the Advertising Agreement) related to the Company’s products, services, brands and business, on the terms and subject to the

conditions set forth in the Advertising Agreement.

Any unused portion of the Credit at the expiration of the Credit Term will be forfeited

by the Company, subject to the compliance of MMC with the terms and obligations set forth in the Advertising Agreement.

To the extent

the original Credit Term is extended in accordance with the terms of the Advertising Agreement, the Company will only be able to utilize

a maximum of $1,000,000 of the remaining Credit during such Extension Period.

In order to purchase advertisements in the Media, the Company

will be required to submit Media Credit Orders (as defined in the Advertising Agreement) to MMC, and, upon receipt of those Media Credit

Orders by MMC, the Credit relating to those will be deemed used, provided that all advertisements relating to such Media Credit Order

run on the Media in accordance therewith no later than 90 days after the last date specified in the applicable Media Credit Order, and,

to the extent the advertisements do not run in the applicable Media, such Credit shall be re-added to the Company’s overall Credit

to be used during the Credit Term.

Each of MMC and the Company may terminate the Advertising Agreement at any time in the event of a Material

Breach (as defined in the Advertising Agreement) by the Company or MMC, provided that such Material Breach, if capable of cure or remedy,

has not been cured or remedied by such defaulting party within 60 days of the receipt of written notice of such Material Breach by the

defaulting party.

Additionally,

the Investment Agreement further provides that, to the extent that the aggregate value of the Conversion Shares issued upon the Automatic

Conversion is less than the Consideration, as determined based on the closing price of our common stock, as reported on the Nasdaq Stock

Market on the applicable Automatic Conversion Date, then the Company shall pay for such difference in cash or in shares of Common Stock

(the “MMC Shortfall Shares,” and together with the Conversion Shares, the “MMC Shares”), at the Company’s

sole discretion, no later than 30 calendar days after the Automatic Conversion Date, on the terms and subject to the conditions set forth

in the Investment Agreement.

The Investment Agreement further provides that at any time during the 2-month period beginning on the closing

Date, MMC will have the right, but not the obligation, to reinvest up to an additional $5,000,000 in the aggregate in the Company on the

same terms and conditions as those set forth in the Transaction Documents.

aggregate amount of MMC Shares issuable under the Investment Agreement, for purposes of complying with Nasdaq Listing Rule 5635, may in

no case exceed the Cap Amount immediately prior to the execution of the Investment Agreement, or 9,228,411 shares, without stockholder

approval of any MMC Shares exceeding such amount.

In the event the MMC Shares issuable pursuant to the Investment Agreement exceed the

Cap Amount, the Company will pay MMC cash in lieu of such excess MMC Shares, based on a formula set forth in the Investment Agreement.

Mutual Settlement and Release Agreement

with Unreal Estate Inc.

On November 29, 2024:

we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Unreal Estate LLC (the “Unreal”),

USRealty Brokerage Solutions, LLC (“US Realty”) and Unreal Estate Inc.

(“Unreal Estate”), pursuant to which, on

November 20, 2024 we acquired from the Unreal 100% of the membership interests of US Realty that were outstanding immediately prior to

the execution of the MIPA;

(ii) we entered into a Letter Agreement (the “Letter Agreement”), with Unreal and Unreal Estate,

pursuant to which we agreed to purchase an aggregate amount of $600,000 of convertible promissory notes from Unreal Estate in a series

of six installments;

and (iii) Unreal Estate issued and sold to us, pursuant to the terms of the Letter Agreement, a convertible promissory

note in the original principal amount of $60,000 (the “Note,” and together with the Purchase Agreement and the Letter

Agreement, the “Agreements”).

On March 19, 2025, we entered

into a Mutual Settlement and Release Agreement (the “Settlement Agreement”), with Unreal Estate, to resolve certain claims

and disputes between us and Unreal Estate related to their respective obligations under the Agreements and the transactions contemplated

Pursuant to the Settlement Agreement, we agreed to pay Unreal Estate a total sum of $80,000 in cash within one business day following

Unreal Estate’s execution and delivery of the Settlement Agreement, and the parties agreed that we will retain full ownership of

and control over the membership interests of US Realty that we had acquired pursuant to the Purchase Agreement.

The Settlement Agreement

also includes a mutual release of claims whereby each of the Company and Unreal Estate agreed (on behalf of themselves and their respective

affiliates, successors and assigns) to release the other party of any known and unknown claims arising out of or related to the Agreements

and other specified agreements entered into in connection therewith, subject to certain exceptions only with respect to the release of

claims given by us.

Pursuant to and as a result

of the Settlement Agreement, the Note was cancelled and the parties confirmed the termination of the Letter Agreement.

Streeterville Capital, LLC Exchange Agreement

On March 20, 2025, the Company

and the Lender (as defined above), the holder of that certain outstanding Note (the “Original Note”), entered into an exchange

agreement (the “Exchange Agreement”), pursuant to which the Company and the Lender agreed to (i) partition a new secured promissory

note in the form of the Original Note (the “Partitioned Note”) in the original principal amount of $20,000 (the “Exchange

Amount”) and then cause the outstanding balance of the Original Note to be reduced by the Exchange Amount;

and (ii) exchange the

Partitioned Note for the delivery of 15,873 shares (the “Exchange Shares”) of our common stock at an effective price per Exchange

Share equal to $1.26, which is the Minimum Price as defined in Nasdaq Listing Rule 5635(d).

Recent Legal Challenges to Sales Agents’

Commission Structure

developments in the real estate industry have seen increased scrutiny and legal challenges related to the structure of real estate agent

Legal actions and regulatory inquiries have been initiated to examine the fairness, transparency, and potential anticompetitive

practices associated with the traditional commission model.

Courts and regulatory bodies may be increasingly focused on ensuring transparency

in commission structures, potentially leading to reforms that impact the earnings and business models of real estate professionals.

in legislation or legal precedents could impact the standard practices of commission-sharing between listing agents and buyer’s

agents and may adversely affect our business model and revenues.

On October 31, 2023, a federal jury in Missouri found that the NAR and

certain companies conspired to artificially inflate brokerage commissions, which violates federal antitrust law.

The judgment was appealed

on October 31, 2023, while these and other plaintiffs have filed similar lawsuits against a number of other large real estate brokerage

or about March 15, 2024, NAR agreed to settle these lawsuits, by agreeing to pay $418 million over approximately four years, and changing

certain of its rules surrounding agent commissions.

This settlement resolves claims against NAR and nearly every NAR member;

territorial and local REALTOR® associations;

all association-owned MLSs;

and all brokerages with an NAR member as principal whose

residential transaction volume in 2022 was $2 billion or below and is subject to court approval.

Due to this litigation, and effective

as of August 17, 2024, NAR has implemented a new rule that prohibits offers of compensation on MLS listings and requires written agreements

between buyers and buyer’s agents.

indications suggest that these changes are already prompting shifts in industry practices as a result of the NAR lawsuit.

For instance,

discussions are underway regarding potential changes to rules established by local or state real estate boards or multiple listing services.

These changes may necessitate adjustments in brokers’ business models, including alterations in agent and broker compensation structures,

as well as requiring buyers to sign separate agreements to compensate their agents.

We believe that we are well-positioned to take advantage

of some of these potential industry changes.

Given that the reAlpha platform offers zero-commission when purchasing a property, we believe

that homebuyers that have access to the reAlpha platform will choose our platform over seeking agents to conduct their property search

and acquisition to avoid paying additional buyer’s agents fees through these separate agreements.

Additionally, we expect that our

competitors will need to develop mechanisms and plans to enable buyers to negotiate commissions, which may add another layer of complexity

into real estate transactions.

We believe that the reAlpha platform will remove such layer by offering all these services – including

negotiations of fees through our AI negotiation helper – in one platform, while providing buyers with zero-commission fees on all

homes purchased through the reAlpha platform.

NAR litigation and its ramifications, however, remain uncertain and could cause unforeseen turmoil in our industry, the impacts of which

could have a negative effect on us as an industry participant.

Significant Accounting Policies and Estimates

Acquisition of Prevu, Inc.

November 21, 2025, we entered into an Agreement and Plan of Merger (the “Prevu Merger Agreement”) with Prevu, reAlpha Merger

Sub, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company and Prevu’s stockholder representative.

The Prevu Merger Agreement provided that, among other things and on the terms and subject to the conditions set forth therein, Merger

Sub merged with and into Prevu, with Prevu surviving the merger as a wholly-owned subsidiary of the Company.

This merger became effective

on November 21, 2025, upon the filing and acceptance of the Certificate of Merger by the Secretary of State of Delaware.

Proposed Merger with InstaMortgage Inc.

December 19, 2025, we entered into the Merger Agreement with InstaMortgage, the Merger Sub and the stockholders of InstaMortgage (the

“Stockholders”).

Merger Agreement provides that, among other things and on the terms and subject to the satisfaction or waiver of the closing conditions

and other conditions set forth therein, Merger Sub will merge with and into InstaMortgage at the effective time of the Proposed Merger

(as defined above) (the “Effective Time”), with InstaMortgage surviving the Proposed Merger as a wholly-owned subsidiary of

to the terms and conditions of the Merger Agreement, we agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain

closing adjustments, consisting of:

(i) $500,000 in cash to be paid on the closing date of the Proposed Merger, less any applicable withholding

tax payable by the Stockholders in accordance with the terms of the Merger Agreement;

(ii) $1,500,000 in shares of our common stock to

be issued on the closing date of the Proposed Merger and valued based on the VWAP of our common stock as reported on Nasdaq for the ten

(10) consecutive trading day period ending on and including the trading day that is one (1) trading day prior to the date of the Merger

and (iii) $6,500,000 payable in bi-annual payments over three (3) years following the closing date of the Proposed Merger,

either in cash or shares of common stock (the “Additional Payment Purchaser Stock”), at our sole discretion, with such Additional

Payment Purchaser Stock, if any, valued based on the VWAP of our common stock as reported on Nasdaq or such other trading market, as applicable,

for the ten (10) consecutive trading days ending on the date immediately prior to the date on which such issuance is to be made.

the terms of the Merger Agreement, the completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary

closing conditions, including, among others:

(i) the accuracy of the parties’ respective representations and warranties in the Merger

Agreement, subject to specified materiality qualifications;

(ii) compliance by the parties with their respective covenants in the Merger

Agreement in all material respects;

(iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) with respect to

InstaMortgage or the Company on or after the date of the Merger Agreement and continuing as of immediately prior to the Effective Time;

(iv) delivery by each party of the closing deliverables;

and (v) receipt of the Regulatory Approvals (as defined in the Merger Agreement),

in each case subject to certain limitations further described in the Merger Agreement.

At the Market Offering

April 2, 2025, we entered into the HCW Sales Agreement under which we may offer and sell shares of our common stock from time to time

through Wainwright , acting as exclusive sales agent.

On December 23, 2025, we filed

a prospectus supplement to our registration statement on Form S-3 (File No.

333-283284) to increase the amount of shares of common stock

that we could offer and sell under the HCW Sales Agreement to an aggregate offering price of up to $20,000,000.

of the date of this report, we have sold an aggregate of 25,000 shares of our common stock for aggregate net proceeds of approximately

$12,546 following the fiscal year ended December 31, 2025.

Impact of Macroeconomic

Conditions, Cyclicality and Seasonality on our Business

inflation remained above the Federal Reserve’s stated 2% target, which rose 2.7% in December 2025 from 12 months earlier.

In response to continued inflationary pressures, the Federal Reserve lowered the target federal funds rate by 25 basis points to a range

of 3.5% to 3.75% at its December 2025 meeting, signaling a sustained cautious approach as inflation and housing activity moderate.

rates remained elevated during 2025, with the average 30-year fixed mortgage rates remaining at nearly 6% by year-end.

Elevated borrowing

costs, combined with limited housing inventory, have continued to constrain affordability and weigh on home purchase activity and mortgage

origination volume.

These factors, along with macroeconomic uncertainty, have contributed to slower transaction volumes across much of

the housing market.

residential real estate market is cyclical, with performance influenced by macroeconomic trends, interest rates, credit availability,

lending standards and major disruptions in economic or political environments.

Local markets may follow different patterns than national

trends, leading to regional variations in activity.

In addition, transaction volumes follow seasonal patterns, typically peaking in the

spring and summer and slowing in the fall and winter.

These cyclical and seasonal dynamics, together with prevailing macroeconomic conditions,

can create variability in our operating results from quarter to quarter.

continues to evaluate the potential effects of current housing market conditions, interest rate trends, and seasonal factors on our operations.

The extent of any impact will depend on future developments, including changes in macroeconomic conditions, housing demand, and regulatory

or policy actions, all of which are inherently uncertain and difficult to predict.

We may adjust elements of our strategy, cost structure,

or operational focus in response to these developments to mitigate potential adverse effects and position the business for long-term objectives.

Critical Accounting Policies and Estimates

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

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Revenue Recognition

We recognize revenue and related cost of goods sold in accordance with

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).

A significant

portion of our revenues are derived from products and services offered by AiChat, Be My Neighbor and Naamche.

(“reAlpha”) recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC

606”), when control of services is transferred to the customer.

On a standalone basis, reAlpha generates revenue by providing monthly

support services to Turnit related to the myAlphie platform.

Revenue is recognized over time as the services are performed and the customer

benefits from them.

recognize revenue and related cost of goods sold in accordance with Accounting Standards Codification (“ASC”) 606, Revenue

from Contracts with Customers (“ASC 606”).

A significant portion of our revenues are derived from products and services offered

by AiChat, reAlpha Mortgage and reAlpha Nepal.

recognize revenue in accordance with ASC 606, when control of services is transferred to the customer.

On a standalone basis, we generate

revenue by providing monthly support services to third parties.

Revenue is recognized over time as the services are performed

and the customer benefits from them.

a company specializing in AI conversational customer experience solutions, adheres to the revenue recognition standards outlined in ASC

The license fee for platform access and consulting services are recognized as distinct performance obligations, reflecting their

The license fee for platform access and consulting services is recognized as a distinct performance obligation, reflecting their

ability to provide value independently within our customer contracts.

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and the timing of consulting services, as per the guidelines of ASC 606.

My Neighbor, a mortgage brokerage company, complies with ASC 606 by recognizing revenue at the point of loan closing.

This moment marks

the transfer of control of the loan to the borrower, capturing the completion of Be My Neighbor’s primary service—successfully

securing a loan.

All services, including loan origination, application processing, and credit assessment, contribute to this culminating

Revenue is therefore recognized only when the loan closes, ensuring that the exact revenue amount is determinable based on the

loan amount and agreed commission, accurately reflecting the completion of all related performance obligations.

a company that provides services related to the development of technology, AI and applications,adheres to ASC 606 for revenue recognition,

primarily from its service-based contracts.

This approach involves detailed identification of contracts with customers, determination

of distinct performance obligations within these contracts, and accurate allocation of transaction prices to these obligations.

is recognized as Naamche satisfies each performance obligation, typically over time, reflecting the ongoing delivery and customer consumption

of its tech-driven services.

reAlpha Mortgage, a mortgage

brokerage company, complies with ASC 606 by recognizing revenue at the point of loan funding.

This moment marks the transfer of control

of the loan to the borrower, capturing the completion of reAlpha Mortgage’s primary service successfully securing a loan.

All services,

including loan origination, application processing, and credit assessment, contribute to this culminating event.

Revenue is therefore

recognized only when the loan is funded, ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission,

accurately reflecting the completion of all related performance obligations.

GTG Financial, a mortgage brokerage company, complies with ASC 606

by recognizing revenue at the point of loan funding.

This moment marks the transfer of control of the loan to the borrower, capturing

the completion of GTG Financial’s primary service successfully securing a loan.

All services, including loan origination, application

processing, and credit assessment, contribute to this culminating event.

Revenue is therefore recognized only when the loan is funded,

ensuring that the exact revenue amount is determinable based on the loan amount and agreed commission, accurately reflecting the completion

of all related performance obligations.

Effective as of the Rescission Date, the Company’s acquisition of GTG Financial was rescinded.

Accordingly, GTG Financial is no longer a subsidiary of the Company, and its results are not included in these audited financial statements

for periods after that date (see “Note 5–Business Combinations–Rescission of GTG Financial Acquisition” for more

information).

Nepal, a company that provides services related to the development of technology, AI and applications, adheres to ASC 606 for revenue

recognition, primarily from its service-based contracts.

This approach involves detailed identification of contracts with customers,

determination of distinct performance obligations within these contracts, and accurate allocation of transaction prices to these obligations.

Revenue is recognized as reAlpha Nepal satisfies each performance obligation, typically over time, reflecting the ongoing delivery and

customer consumption of its tech-driven services.

is a digital real estate brokerage that provides licensed brokerage services to homebuyers and home sellers across multiple states through

its online platform.

Prevu’s revenue is primarily derived from brokerage commissions earned for services provided as both a buyer’s

agent and a seller’s agent upon the successful completion of real estate transactions.

In accordance with ASC 606, Revenue from

Contracts with Customers, revenue is recognized when control of the brokerage services transfers to the customer, which generally occurs

upon the closing of a transaction, at which point the Company has satisfied its performance obligations and is entitled to the commission.

Prevu offers commission rebate programs, including its Smart Buyer™ rebate, under which a portion of the gross brokerage commission

is rebated to the buyer at closing.

The rebate amount is determined pursuant to contractual rebate agreements and is based on a defined

calculation methodology that may vary by transaction, commission structure, service bundle, and market.

As the rebate amount is determinable

at the time of closing, revenue is recognized net of rebates when the related transaction closes.

Such rebates are treated as variable

consideration and recorded as a reduction of the transaction price in accordance with ASC 606.

Goodwill Impairment

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occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its

carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed.

The quantitative goodwill

impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying

If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than

its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed.

The quantitative

goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s

carrying amount.

If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.

the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited

to the total amount of goodwill recorded on the reporting unit.

Discontinued Operations

A business is classified as discontinued when it meets the criteria

in ASC 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205”).

Assets and liabilities of

discontinued operations are presented separately in our consolidated balance sheets, and results are reported as a separate component

of “consolidated net loss” in the consolidated statements of loss, for all periods presented.

Business Combinations

Business combinations are accounted for using the acquisition method

of accounting in accordance with the ASC 805, Business Combinations (“ASC 805”) .

The purchase price is allocated to

the assets acquired and liabilities assumed based on their estimated fair values.

Fair value of the acquired assets and liabilities is

measured in accordance with the guidance of ASC 820, Fair Value Measurements (“ASC 820”) , using discounted cash flows

and other applicable valuation techniques.

To assist the Company in making these fair value determinations, the Company may engage third-party

valuation specialists or internal specialists who generally assist the Company in the fair value determination of identifiable assets

such as customer relationships, Trade Marks and any other significant asset or liabilities.

Any acquisition related costs incurred by

the Company are expensed as incurred.

Any excess purchase price over the fair value of the net identifiable assets acquired is recorded

as goodwill if the definition of a business is met.

Operating results of an acquired business are included in our results of operations

from the date of acquisition.

For software acquired in a business combination, capitalization occurs

when its fair value is determined using the discounted cash flow (“DCF”) method, as per ASC 820.

This fair value assessment

involves significant inputs and assumptions, including projected cash flows, expected growth rates, discount rates, and other relevant

The Company exercises careful judgment in selecting these inputs, based on historical performance, market conditions, and

the specific technological characteristics of the software, to ensure that the valuation accurately reflects its economic potential.

if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess,

limited to the total amount of goodwill recorded on the reporting unit.

Capitalization

of Software Development Costs

The Company adheres to ASC 350-40, Intangibles – Goodwill and

Other, Internal-Use Software (“ASC 350-40”), for the capitalization of software development costs.

Under these standards,

costs incurred during the application development stage—including coding, testing, and the development of software functionalities—are

eligible for capitalization if they relate to significant improvements that substantially enhance the software’s functionality or

extend its service capacity.

These costs include direct labor, third-party services, and other expenses directly attributable to the software’s

Conversely, expenditures for minor enhancements and routine software maintenance are expensed as incurred, consistent with

specific U.S.

Company adheres to ASC 350-40, Intangibles - Goodwill and Other, Internal-Use Software (“ASC 350-40”), for the capitalization

of software development costs.

Under these standards, costs incurred during the application development stage which includes coding, testing,

and the development of software functionalities that are eligible for capitalization if they relate to significant improvements that substantially

enhance the software’s functionality or extend its service capacity.

These costs include direct labor, third-party services, and

other expenses directly attributable to the software’s development.

Conversely, expenditures for minor enhancements and routine

software maintenance are expensed as incurred, consistent with specific U.S.

GAAP requirements.

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to us and the rate of technological change.

Recent Accounting

Pronouncements

Accounting Pronouncements

Issued But Not Yet Adopted

November 2024, the FASB issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement – Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory,

employee compensation and depreciation.

ASU 2024-03 is effective for public business entities for annual periods beginning after December

15, 2026 and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of ASU 2024-03

on its financial statements and related disclosures.

December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ” (“ASU

2023-09”), which enhances the transparency and decision usefulness of income tax disclosures, including jurisdictional information,

by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted.

The Company is currently

evaluating the impact this standard will have on its consolidated financial statements and related disclosures from the adoption of this

Reclassification Presentation

2 unchanged sentences

results of operations for the periods presented in this report.

Change in Fiscal Year

On December 12, 2023, our board of directors approved the change of our fiscal year end from April 30 to December 31 of each year.

connection with this change, we previously filed a transition report on Form 10-KT to report the results of the eight-month transition

period from May 1, 2023 to December 31, 2023 (which we sometimes refer to as the “eight-month transition period ended December 31,

The periods presented in the accompanying consolidated financial statements included in this report are the year ended December

31, 2024, the eight-month transition period ended December 31, 2023 and the year ended April 30, 2023.

For comparison purposes, we have

also included unaudited comparative data for the year ended December 31, 2023, and for the eight-months ended December 31, 2022.

Results of Operations

discussion of our results of operations below provides a comparison of (1) the twelve months ended December 31, 2024, to the twelve months

ended December 31, 2023 and (2) the eight-months ended December 31, 2023 to the eight-month period ended December 31, 2022.

All information

for the twelve months ended December 31, 2023, and the eight-month period ended December 31, 2022, is unaudited.

comparison of our results of operations for the fiscal years ended April 30, 2023 and 2022, see “Part II, Item 7.

Discussion and Analysis of Financial Condition and Results of Operations” of our transition report on Form 10-KT for the eight-month

transition period ended December 31, 2023, filed with the SEC on March 12, 2024.

following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated

financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.

The following discussion focuses on

the financial condition and results of operations for the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024

and year-to-year comparisons between the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024.

Fiscal Year Ended

December 31, 2024, compared to Fiscal Year Ended December 31, 2023 (Unaudited)

Twelve Months Ended

December 31, 2025, compared to Fiscal Year Ended December 31, 2024

Cost of Revenue

Operating expense

Operating (Loss) Income

Other (Expense) Income

Net Loss from Continuing Operations

Loss from Discontinued Operations

(18,458,396 )

Revenues were $948,420 for the fiscal year ended December 31, 2024, an increase of $691,984, or 270%, from the comparable 2023

period, which increase was primarily driven by revenue generated by our recently acquired companies in the technology services segment,

which have been fully integrated in our business and operations.

Our revenues currently consist of the revenues generated in our technology

services segment that we receive directly from, or from services related to, our technologies and acquired companies.

The acquisition

of AiChat, our AI conversational platform, and Be My Neighbor, our mortgage brokerage, generated $140,328 and $604,128, respectively,

during the fiscal year ended December 31, 2024.

These revenues were mainly comprised of the revenue generated from AiChat’s conversational

AI technology to enterprise clients, and the mortgage brokerage services from Be My Neighbor.

We expect to continue seeking acquisitions

to continue growing our revenues.

There was no revenue recorded in our rental business segment during the fiscal year ended December 31,

2024, compared to $83,268 for the comparable 2023 period, which decrease was due to the sale of all properties we previously held for

the rental business segment’s operations as a result of discontinuing such operations.

As of the date hereof, these operations have

been fully shut down and we will not generate any revenues in such segment in the future (see “Note 16 – Discontinued Operations”

for additional information on our discontinued operations).

Cost of revenues were $302,084 for the fiscal year ended December 31, 2024, an increase of $152,566, or 102%, from

the comparable 2023 period.

Cost of revenue primarily includes direct expenses associated with delivering our loan brokerage services

and technology solutions, such as compensation-related expenses for roles supporting loan origination and customer interactions, along

with other direct costs incurred in connection with services provided by AiChat.

This increase is mainly due to the costs incurred by

AiChat and Be My Neighbor in their ordinary course of business and operations, which amounted to $101,490 and $127,597, respectively.

Operating expenses were $7,548,950 for the fiscal year ended December 31, 2024, an increase of $26,772, or 0.4%, from

the comparable 2023 period.

This increase is mainly due to increased salary expenses associated with our acquisitions.

Marketing and advertising

expenses decreased to $793,004, compared to $299,447 in the comparable 2023 period, $194,197 of which was for advertising the reAlpha

(expense) income .

Other expenses were $834,360 for the fiscal year ended December 31, 2024, a decrease of $5,787,660, or 117%,

from the comparable 2023 period.

This decrease was primarily due to the one-time gain on the sale of the myAlphie platform, which contributed

to other income in the 2023 period.

Additionally, we incurred an amortization of a $500,000 commitment fee related to our equity facility

with GEM and stock compensation expenses of $207,453.

from discontinued operations .

Loss from discontinued operations was $18,339,635 for the fiscal year ended December 31, 2024, compared

to $316,904 for the comparable 2023 period.

This increase is mainly attributable to the goodwill impairment of Rhove (see “Note

8 – Goodwill and Intangible Assets” and “Note 16 – Discontinued Operations” for more information) during

our fiscal year ended December 31, 2024.

loss from continuing operations.

Net loss from continuing operations was $7,682,714 for the fiscal year ended December 31, 2024,

compared to $2,145,055 for the comparable 2023 period.

The increase in net loss was primarily due to a one-time gain of $5,502,774 from

the sale of myAlphie, a technology platform we previously developed and sold, that was recognized in the comparable 2023 period, which

was not present in 2024.

Non-GAAP Financial Measures

To supplement our financial

information presented in accordance with U.S.

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

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

We use Adjusted

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

We believe that this non-GAAP financial

measures may be helpful to investors because it provides consistency and comparability with past financial performance.

However, this

non-GAAP financial measures is presented for supplemental informational purposes only, have limitations as an analytical tool, and should

not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

In addition, other companies,

including companies in our industry, may calculate a similarly titled non-GAAP measure differently or may use other measures to evaluate

their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.

A reconciliation

is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to its

most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

We use Adjusted EBITDA, a

non-GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies.

reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share-based

compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations.

We believe this measure provides useful insight into our ongoing performance;

however, it should not be considered a substitute for, or

superior to, net income or other financial information prepared in accordance with U.S.

following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:

Twelve Months Ended December 31

Net (Loss) Income

$ (26,022,349 )

Operating loss

(16,006,958 )

Adjusted to exclude the following

Depreciation and Amortization

Gain on Sale of myAlphie

Interest Expense

Share-Based Compensation (1)

GEM Commitment Fee (2)

Acquisition Related Expenses (3)

Gain on Previously Held Equity (4)

Amortization of Loan Discounts and Origination Fees (5)

Loss from Discontinued Operations (6)

Adjusted EBITDA

Other expense

Loss from continuing operations before tax

(17,590,392 )

Loss from discontinued operations before tax

(18,339,635 )

share-based compensation provided to non-executive officer employees and certain members of our board of directors for services rendered

to us, which is recognized as a non-cash expense.

the commitment fee of $1,000,000 incurred in connection with the equity facility we have in place with GEM pursuant to the GEM Agreement.

expenses related to acquisitions, including professional and legal fees, which are excluded to provide a clearer view of ongoing operational

(4) Reflects the gain from the fair value measurement of previously

held equity interests, which is recognized as a non-operational item and treated as a non-GAAP measure.

(5) Reflects the amortized original issue discount related to the

Note (as defined above).

(6) Reflects the loss from the discontinuation of our rental business

segment operations, which is mainly comprised of the goodwill impairment of Rhove.

Eight-Months Ended

December 31, 2023, compared to Eight-Months Ended December 31, 2022 (Unaudited)

Cost of revenues

Revenues were $4,518,498 for the fiscal year ended December 31, 2025, compared to $948,420 for the fiscal year ended December 31,

2024, an increase of approximately 376%.

Our revenues currently consist primarily of revenues generated from

our homebuying services, as well as revenues generated from our technology services.

For the year ended December 31, 2025, revenues from

homebuying services were approximately $3,499,949 (77% of total revenue), while revenues from technology services were approximately $1,018,549

(23% of total revenue).

This increase in revenue was primarily

driven by an increase in revenue generated from our mortgage brokerage transactions by reAlpha Mortgage, revenue generated by GTG Financial

through the Rescission Date, subscription fees from AiChat, as well as revenues generated from Prevu’s realty services during the

period following its acquisition on November 21, 2025 (the “Prevu Acquisition Date”).

reAlpha Mortgage generated $1,968,330

through mortgage brokerage transactions during the fiscal year ended December 31, 2025, compared to $604,128 for the same period in 2024.

GTG Financial generated $1,416,352 during the fiscal year ended December 31, 2025, until the Rescission Date, at which time GTG Financial

ceased to be our subsidiary (see “Note 5 – Business Combinations – Rescission of GTG Financial Acquisition” for

more information).

Following the Rescission Date, GTG Financial’s operations did not contribute to our revenues.

AiChat generated

$764,512 from subscription fees for its AI conversational technologies offered to enterprise clients, compared to $140,328 in the same

period in 2024.

Prevu generated $80,656 through real estate brokerage transactions, primarily consisting of broker commissions, during

the fiscal year ended December 31, 2025, which reflects Prevu’s revenue from the Prevu Acquisition Date through December 31, 2025.

There was no comparable revenue from Prevu in the fiscal year ended December 31, 2024.

Cost of revenue.

of revenue was $2,067,060 for the fiscal year ended December 31, 2025, compared to $302,084 for the fiscal year ended December 31, 2024,

an increase of approximately 584%.

Cost of revenue reflects direct expenses associated with delivering our mortgage brokerage services,

real estate brokerage services, and technology solutions, including compensation-related costs for personnel supporting loan origination,

real estate brokerage activities, and customer interactions from our mortgage and realty subsidiaries.

The increase in cost of revenue

was primarily attributable to higher direct expenses associated with delivering our mortgage brokerage services and technology solutions,

including compensation-related costs for personnel supporting loan originations and customer interactions at our mortgage subsidiaries,

reAlpha Mortgage and GTG Financial.

In addition, we incurred $17,798 of cost of revenue related to Prevu’s real estate brokerage

operations following the Prevu Acquisition Date.

Cost of revenue attributable to GTG Financial totaled $899,813 for the year ended December

31, 2025 through the Rescission Date, after which GTG Financial ceased to be our subsidiary (see “Note 5—Business Combinations—Rescission

of GTG Financial Acquisition” for additional information).

Accordingly, no cost of revenue related to GTG Financial was recognized

subsequent to the Rescission Date.

Operating expense was $18,458,396 for the fiscal year ended December 31, 2025, compared to $7,548,950 for the

fiscal year ended December 31, 2024, an increase of approximately 145%.

This increase was primarily driven by an increase in salary

expenses as a result of the integration of our acquired businesses, including reAlpha Mortgage, Prevu and GTG Financial, as well as

additional personnel added to support the expansion of our platform and operations, which amounted to $6,506,553 compared to $2,841,591 for the same period in 2024, and an increase in marketing and advertising expenses related to our advertising campaign and

customer acquisition initiatives that amounted to $5,946,514 compared to $793,004 for the same period in 2024.

In addition, we

incurred professional and legal services expenses of $3,273,947 related to our general corporate services, litigation matters,

regulatory compliance, and capital raising activities, compared to $2,124,946 for the same period in 2024.

Operating expenses

Wages, benefits and payroll taxes

Repairs and maintenance

Dues and subscriptions

Marketing and advertising

Professional and legal fees

Depreciation and amortization

Other operating expenses

Total operating expenses

Operating Loss

Other Income (Expense)

Interest income

Gain on sale of myAlphie

Interest expense

attributable to GTG Financial in the amount of $513,822 were recognized during the year ended December 31, 2025 until the Rescission

Date, at which date GTG Financial ceased to be our subsidiary (see “Note 5—Business Combinations—Rescission of GTG

Financial Acquisition” for more information).

As a result, following the Rescission Date, we did not incur any operating

expenses related to GTG Financial’s operations.

Operating expenses attributable to Prevu in the amount of $33,990 were

recognized from the Prevu Acquisition Date through December 31, 2025.

Other expense.

Total other income (expense)

Net Loss before income taxes

expense was $1,583,434 for the fiscal year ended December 31, 2025, compared to other expense of $834,360 for the fiscal year ended

December 31, 2024, an increase of approximately 90%.

This consists of interest expense of $814,727 which includes $545,624 relating

to amortization of original issue discount and debt issuance expense, amortization expenses relating to the $406,250 commitment fee

incurred in connection with the GEM Agreement and the loss on extinguishment of debt relating to the Note in the amount of $438,834

which was not present in the same period in 2024, non-cash losses of $456,325 from the increase in fair value of the Series A

Preferred Stock liability along preferred stock embedded derivative liability, and a $604,123 decrease in fair value of contingent consideration of

reAlpha Mortgage.

We monitor a number of key

performance indicators and non-U.S.

GAAP financial measures to evaluate the performance of our business operations and the execution of

our strategy.

These metrics provide management with insight into transaction activity across our platform, operating efficiency, and trends

affecting the scale and overall health of our business.

We use these measures, together with our financial results, to assess performance

across periods, inform management decision-making, and support financial planning and strategic priorities.

Total Transaction Volume

$ 116,153,573

38,363,497 (1)

Revenue for the eight months ended December 31, 2023 was $121,690, compared to $284,666 for the eight months ended December 31,

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

that we receive directly from, or services related to, our technologies.

This decrease in revenues is mainly attributed to lower

rental income segment due to the disposal of properties during the eight months ended December 31, 2023, and lower platform services segment

revenue compared to the eight months ended December 31, 2022 as a result of the sale of myAlphie.

Cost of revenues was $94,665 for the eight months ended December 31, 2023, compared to $219,916 for the eight months

ended December 31, 2022.

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

for work completed through myAlphie, associated payment processing fees to Stripe, which is a payment platform.

The decrease in cost of

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

and Advertising.

Marketing and advertising expenses were $193,612 for the eight months ended December 31, 2023, compared to $1,897,067

for the eight months ended December 31, 2022.

The decrease in expenses is mainly attributable to no longer incurring marketing and advertising

expenses related to our Regulation A campaign, which closed on January 19, 2023.

and Legal Fees.

Professional and legal fees were $4,619,480 for the eight months ended December 31, 2023, compared to $997,029

for the eight months ended December 31, 2022.

This increase is mainly attributed to general legal advisory and professional services incurred

in connection with our direct listing on Nasdaq, which primarily consists of 304,529 shares of our common stock issued for services at

an aggregate fair market value of approximately $3,050,000.

and Amortization.

Depreciation and amortization expenses were $289,067 for the eight months ended December 31, 2023, compared

to $98,256 for the eight months ended December 31, 2022.

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

in the depreciation and amortization expenses for the eight months ended December 31, 2023.

Operating Expenses.

Other operating expenses were $419,137 for the eight months ended December 31, 2023, compared to $265,790

for the eight months ended December 31, 2022.

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

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

months ended December 31, 2023.

Other income was $89,860 for the eight months ended December 31, 2023, compared to $48,322 for the eight months ended

December 31, 2022.

This increase is mainly attributed to the gain on sale of certain properties sold during the eight months ended December

on Sale of myAlphie .

Gain on sale of myAlphie was $5,502,774 for the eight months ended December 31, 2023, compared to $0 for

the eight months ended December 31, 2022.

This increase is attributed to the sale of the myAlphie platform on May 17, 2023.

This reported

gain due to the sale of myAlphie may not reflect our current business and may be abnormally high for this period.

Other Expenses.

Other expenses were $230,866 for the eight months ended December 31, 2023, compared to $33,710 for the eight months ended December 31,

This increase is mainly due to the amortization expenses of the commitment fee paid in connection with the credit facility we have

in place with GEM and a legal settlement expense.

This legal settlement expense of $125,000 was paid on February 20, 2024 pursuant to

a settlement agreement between us and Valentina Isakina (see “Legal Proceedings” above for more details), and this expense

was recorded as a one-time operating expense charge in fiscal year 2023 as a recognized subsequent event

Net loss was $1,046,973 for the eight months ended December 31, 2023, compared to a net loss of $4,241,555 for the eight

months ended December 31, 2022.

This decrease in net loss is mainly attributable to the sale of myAlphie.

This decrease in net loss may

not accurately represent our current business operations and may be unusually elevated for this period due to the sale of myAlphie.

Analysis of Segment Results:

following is an analysis of our results by reportable segment for the eight-months ended December 31, 2023 compared to the eight-months

ended December 31, 2022.

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

statements and “Note 17 – Segment Reporting” and other related notes included elsewhere in this report.

Platform Services

Total revenue

Cost of revenues

Operating expenses

Segment earnings (loss)

Revenues for the platform services segment was $99,028 for the eight months ended December 31, 2023, compared to $204,151 for

the eight months ended December 31, 2022.

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

We have not generated other

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

period after the sale of myAlphie.

Cost of revenues for the platform services segment was $93,380 for the eight months ended December 31, 2023, compared

to $203,013 for the eight months ended December 31, 2022.

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

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

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

Segment earnings was $5,648 for the eight months ended December 31, 2023, compared to $1,138 for the eight months

ended December 31, 2022.

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

in payments to vendors and Stripe.

Rental Business

Total revenue

Cost of revenues

Operating expenses

Segment earnings (loss)

Cash and Cash Equivalents

Gross Profit Margin

Adjusted EBITDA

$ (13,689,464 )

$ (5,626,474 )

Revenues for the rental business segment was $22,662 for the eight months ended December 31, 2023, compared to $80,515 for the eight

months ended December 31, 2022.

This decrease is mostly attributable to a decrease in the number

of properties listed compared to the eight months ended December 31, 2022, as we are in the process of selling the properties we held

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

of revenues .

Cost of revenues for the rental business segment was $1,285 for the eight months ended December 31, 2023,

compared to $16,903 for the eight months ended December 31, 2022.

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

listed, which decreased the associated costs of maintaining those properties.

Operating expenses of the rental business segment was $2,598,124 for the eight months ended December 31, 2023, compared

to $4,209,500 for the eight months ended December 31, 2022.

This decrease is mainly attributed to the decrease in professional and legal

fees and marketing and advertising expenses for this segment.

Segment loss was $2,576,747 for the eight months ended December 31, 2023, compared to a segment loss of $4,145,888

for the eight months ended December 31, 2022.

This decrease is mainly attributable to reduction in expenses for professional and legal

fees and marketing and advertising expenses for this segment.

The following table provides

a concise overview of properties that have been sold during the eight months ended December 31, 2023.

The table below includes the reasons

they are no longer listed, the dates of their acquisition, and the dates when they ceased contributing to revenues:

Contributed to

2540 Hamlet Lane

Sale of Property

790 Pebble Beach Drive

Sale of Property

612 Jasmine Lane

Sale of Property

7676 Amazonas Street

Sale of Property

Non-GAAP Financial Measures

(1) 2024 transaction volume includes activity from September 9,

2024, the date of acquisition of reAlpha Mortgage, through December 31, 2024.

Accordingly, the 2024 period does not reflect a full year

of operations and is not directly comparable to 2025.

Total Transaction

Total Transaction Volume is

a key measure of the scale of our homebuying services offerings.

We define Total Transaction Volume as the aggregate dollar volume of

transactions generated across our real estate brokerage, mortgage, and title services during the applicable trailing twelve-month period.

This includes (i) the closing sale prices of residential properties transacted through our realty services, (ii) the principal loan amounts

closed through our mortgage brokerage operations, and (iii) the underlying property transaction value associated with title services provided

during the period.

Due to the fact that customers may utilize more than one of our services

in connection with a single underlying property transaction, the same property transaction value may be included in more than one component

of Total Transaction Volume.

As a result, Total Transaction Volume may exceed the dollar value of unique underlying residential property

transactions completed during the period.

For realty transactions, we

include the full closing sale price for each transaction, regardless of whether our brokerage represented the buyer, the seller, or both

sides of the transaction, in accordance with applicable laws and disclosure requirements.

This metric excludes rental transactions.

We present Total Transaction

Volume on a trailing twelve-month basis to provide a view of transaction activity that smooths seasonal fluctuations and reflects the

overall economic throughput of our platform.

Total Transaction Volume is

influenced by transaction activity across our business, home prices in the markets we serve, mortgage origination activity, service adoption

rates, seasonality, and macroeconomic conditions, including interest rate levels and housing affordability.

represents income earned from services provided across our homebuying services and technology services segments.

We generate revenue primarily

from real estate brokerage commissions, mortgage brokerage fees, and other service-related revenues, which are recognized in accordance

evaluates revenue growth as an indicator of transaction activity across our platform and the effectiveness of our integrated service offerings.

Revenue is influenced by transaction volume, customer adoption of multiple services, home prices in the markets we serve, mortgage origination

activity, and prevailing market conditions, including interest rate levels and housing affordability.

Cash and cash equivalents

and cash equivalents represent our primary source of liquidity and include unrestricted cash and highly liquid investments available to

fund our operations and support strategic initiatives.

Management monitors cash and cash equivalents to assess our liquidity position,

working capital needs, and ability to support ongoing operations, platform development, and market expansion activities.

and cash equivalents are influenced by operating performance, timing of transaction activity, capital raising activities, debt service

requirements, and investments in technology, research and development, and acquisitions.

Gross profit margin

Gross profit margin represents gross profit as

a percentage of revenue and reflects the efficiency of our operations after direct costs associated with delivering our homebuying services

and technology services.

Management evaluates gross profit margin as an

indicator of operating efficiency and unit economics across our services.

Gross profit margin is influenced by service mix, transaction

volume, pricing dynamics, compensation and commission structures, and costs associated with operating and supporting our platform, including

technology and service delivery expenses.

GAAP Financial Measures

To supplement our financial

information presented in accordance with GAAP, we believe “Adjusted EBITDA,” a “non-GAAP financial measure”, as

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

information presented in accordance with U.S.

GAAP, we believe “Adjusted EBITDA,” a “non-U.S.

GAAP financial measure,”

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

We use Adjusted EBITDA to evaluate

our ongoing operations and for internal planning and forecasting purposes.

We believe that Adjusted EBITDA may be helpful to investors

because it provides consistency and comparability with past financial performance.

However, Adjusted EBITDA is presented for supplemental

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

information presented in accordance with GAAP.

In addition, other companies, including companies in our industry, may calculate similarly

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

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

A reconciliation is provided below for each non-GAAP financial measure to

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

Investors are encouraged to review the related GAAP financial

measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not

to rely on any single financial measure to evaluate our business.

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

from) income taxes, depreciation and amortization, non-recurring acquisition-related compensation expenses, non-recurring direct listing

expenses, unrealized gain or loss on foreign exchange, non-recurring legal reserves and related costs and non-recurring gains.

eight-months ended December 31, 2023 and December 31, 2022, we did not have any restructuring expenses and non-recurring acquisition-related

compensation expenses.

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

For the Eight Months Ended

We believe that this non-U.S.

GAAP financial measure may be

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

However, this non-U.S.

GAAP financial

measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered

in isolation or as a substitute for financial information presented in accordance with U.S.

In addition, other companies, including

companies in our industry, may calculate a similarly titled non-U.S.

GAAP measure differently or may use other measures to evaluate their

performance, all of which could reduce the usefulness of this non-U.S.

GAAP financial measure as a tool for comparison.

A reconciliation

is provided below for our non-U.S.

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

Investors are encouraged to review the related U.S.

GAAP financial measure and the reconciliation of this non-U.S.

GAAP financial

measure to its most directly comparable U.S.

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

use Adjusted EBITDA, a non-U.S.

GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods

and with peer companies.

We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation

and amortization, changes in fair value of contingent consideration and preferred stock, share-based compensation, and other non-cash,

non-operating, or non-recurring items that we believe are not indicative of our core business operations.

We believe this measure provides

useful insight into our ongoing performance;

however, it should not be considered a substitute for, or superior to, net income or other

financial information prepared in accordance with U.S.

following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:

Year ended December 31,

$ (17,590,392 )

$ (26,022,349 )

Adjusted to exclude the following

Depreciation and amortization

gain on sale of myAlphie

Amortization of loan discounts and origination fee (1)

Loss from discontinued operations

Income tax benefit

Impairment of intangible assets

Changes in fair value of contingent consideration (2)

Change in fair value of preferred stock embedded derivative liability (3)

Loss on extinguishment of debt

Loss (gain) on deconsolidation (4)

Loss (gain) on equity method investments

Interest expense

Legal settlement expenses

Non-recurring direct listing expenses (1)

Income tax expenses, current

Non cash commitment fee expenses (5)

Stock-based compensation (6)

Equity offering costs (7)

Acquisition-related expenses

Adjusted EBITDA

Consists of (ii) 304,529 shares of our common stock issued for services rendered in connection with our direct listing on Nasdaq at an aggregate fair market value of approximately $3.05 million, and (ii) cash payments of approximately $0.72 million.

$ (13,689,464 )

$ (5,626,474 )

(1) Represents amortization of all debt issuance costs and original

issue discount due to the repayment of the Note (as defined below) issued to Streeterville Capital, LLC (“Streeterville”).

(2) Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage.

(3) Represents non-cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued in the MMC transaction.

(4) Represents a gain recognized upon the rescission of the GTG Financial acquisition.

(5) Represents the commitment fee of $1,000,000 incurred in connection with the GEM equity facility, which has been amortized over a period

of 24 months, beginning on October 23, 2023.

Represents non-cash stock-based compensation expense associated with shares of common stock issued to consultants ($2,526), shares of common stock issued to employees ($102,880), and restricted stock units (RSUs) granted to executive officers and other eligible employees ($757,071).

(7) Represents legal and professional fees incurred in connection

with the issuance of shares of common stock and warrants from our equity offerings and other capital raise transactions.

Liquidity and Capital

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Our liquidity and capital resources are critical to our ability

to execute our business plan and achieve our strategic objectives.

The cost of capital and historically high-interest rates can also have

a direct impact on our ability to raise capital through debt or equity offerings or to pursue acquisitions.

Economic environments yielding

higher interest rates with more stringent debt terms such as today’s market environment require larger equity commitments.

means that, as larger equity commitments are required, we will have less leverage and may have fewer acquisitions overall.

to execute our business plan and achieve our strategic objectives and we assess our liquidity in terms of our ability to fund operations,

pursue acquisitions and meet our obligations as they become due.

Our primary sources of liquidity have historically consisted of proceeds

from equity offerings and debt financings, such as the Note (as defined below) issued to Streeterville, and the revenue generated from

our services.

The cost of capital and historically high-interest rates has a direct impact on our ability to raise capital through debt

financings or equity offerings or to pursue acquisitions.

The current economic environment supports higher interest rates and more stringent

As a result, we have been more reliant on equity financing as we navigate the existing market conditions.

We cannot provide

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depend on various factors, including market conditions, investor demand, and our financial performance.

We had cash and cash equivalents of approximately $3.1 million as of December

31, 2024, and approximately $6.4 million as of December 31, 2023.

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

capital to meet our financial needs for the 12-month period following December 31, 2024.

Further, based on our current operating plans,

to the extent the Lender (as defined above) does not redeem any portions of the Note (as further described below) and we do not consummate

any offerings of our securities for the purpose of raising capital, we estimate that our cash and cash equivalents as of December 31,

2024, will be sufficient to fund our operating expenses and capital expenditure requirements into the second quarter of 2025.

to the extent that collections from our operations in the technology services segment cannot fund our operations, we intend to utilize

equity or debt offerings to raise additional funds, although volatility in the capital markets may negatively affect our ability to do

As part of these efforts, we have utilized our At the Market (“ATM”) program with A.G.P.

to raise working capital, and

as of the date of this report, we raised approximately $231,235 in gross proceeds through such ATM program prior to its termination (see

“Recent Developments – ATM Program” and “Note 14 – Stockholders’ Equity (Deficit)” for more

information).

Additionally, we are contemplating to raise capital through offerings of our securities during the year ending December

31, 2025, and we expect that, to the extent such offerings are consummated, we will not need additional capital for a period beyond the

12-month period following the consummation of such offerings.

While we anticipate continued operating losses in the near future, we remain

confident in our strategy to continue investing in the commercialization of our products and technologies and acquisition of complementary

businesses and our ability to continue operations.

We may also receive proceeds

from the cash exercises of the warrants in connection with our public offering from November 2023 (the “Follow-On Warrants”),

which currently have an exercise price of $1.44 per share.

We believe the likelihood that any Follow-On Warrant holders will exercise

their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock.

We believe that if the trading price for our common stock is less than $1.44 per share, it is unlikely that the holders of the Follow-On

Warrants will exercise them.

Further, due to the ongoing disputes with GYBL regarding the GEM Warrants, including our claims that the

GEM Warrants are void and subject to rescission under Section 29(b) of the Exchange Act, there is uncertainty about the enforceability

of the GEM Warrants and its terms.

On January 17, 2025, GYBL moved to dismiss our complaint relating

to this dispute, and, on March 14, 2025, such motion to dismiss our complaint relating to our complaint was granted.

March 19, 2025, GYBL filed a lawsuit against us, which 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.

As of the date of this report, there has been no adjustment to the exercise price of the GEM Warrants in connection

with the dismissal of our complaint, and our position regarding the GEM Warrants, including the exercise price and subsequent adjustments

thereof, remains the same pending resolution of these disputes with GEM.

As a result, we do not expect that the GEM Warrants will be exercised

while these disputes are pending, however, if these disputes are not resolved through negotiations and these lawsuits are adversely determined

against us, we may be required to adjust the GEM Warrants’ exercise price downward significantly, and we may incur penalties under

the GEM Agreement and/or other litigation expenses related to these disputes, which could materially adversely impact our financial statements,

cash flows and results of operations.

During the fiscal year ended December 31, 2025, our primary uses of

cash included operating expenses, acquisitions, technology development and debt service.

In particular, we spent a significant portion

of cash to repay the secured promissory note issued to Streeterville (the “Note”), on August 14, 2024 pursuant to a note purchase

Under the terms of the Note, Streeterville could redeem up to $545,000 of the Note per month, commencing March 2025 and at

any time thereafter until the Note was repaid in full.

See “Note 9––Notes Payable” herein for more information.

As a result of these constraints on cash, we initiated various measures to enhance our liquidity position.

As part of our efforts to increase our liquidity, we entered into a

warrant inducement transaction, completed two equity offerings and commenced our at-the-market offering programs (each an “ATM Program”

and collectively, the “ATM Programs”).

Through these transactions, we raised gross proceeds of approximately $25.5 million

during the fiscal year ended December 31, 2025.

On April 6, 2025, in connection with the warrant inducement transaction, we entered

into inducement letter agreements with certain holders of existing warrants dated November 21, 2023 (the “Follow-On Warrants”).

Pursuant to the terms of the inducement letter agreements, certain holders of the Follow-On Warrants agreed to exercise their warrants

for cash at a reduced exercise price of $0.75 per share.

In exchange, we agreed to issue warrants (the “New Warrants”) to

purchase 8,437,502 shares of our common stock.

The warrant inducement transaction closed on April 8, 2025 and resulted in the issuance

of 4,218,751 shares of our common stock and gross proceeds of approximately $3.1 million.

In addition, we reduced the exercise price of

Follow-On Warrants held by non-participating holders from $1.44 to $0.75 for the remainder of such warrants’ term.

To the extent

that the remaining Follow-On Warrants and New Warrants are exercised in full, we will be able to raise approximately $3.8 million in additional

gross proceeds from the cash exercise thereof.

On July 18, 2025, upon the closing of the best efforts public offering

(the “2025 Public Offering”) of the sale of an aggregate of (i) 13,333,334 shares of our common stock (the “July

2025 Shares”), (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to an aggregate of 13,333,334 shares

of our common stock (the “Series A-1 Warrant Shares”) and (iii) Series A-2 warrants (the “Series A-2 Warrants,”

and together with the Series A-1 Warrants, the “July 2025 Warrants”) to purchase up to an aggregate of 13,333,334 shares

of our common stock (the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “July 2025

Warrant Shares”), we raised gross proceeds of $2.0 million.

Each of the July 2025 Shares was sold together with one Series A-1 Warrant

to purchase one share of our common stock and one Series A-2 Warrant to purchase one share of our common stock at a combined public offering

price of $0.15.

Each July 2025 Warrant has an exercise price of $0.15 per share and became exercisable beginning on October 8, 2025, the

date stockholder approval for the issuance of the July 2025 Warrant Shares was received and became effective (the “Stockholder Approval

We also issued warrants (the “Placement Agent Warrants”) to Wainwright, or its designees, to purchase up to

666,667 shares of common stock as partial compensation for the placement agent services it offered in connection with the 2025 Public

The Placement Agent Warrants have an exercise price of $0.1875 and became exercisable on the Stockholder Approval Date.

majority of the July 2025 Warrants and the Placement Agent Warrants have been exercised, resulting in additional gross proceeds of approximately

$3.7 million, as of the date of this report, and to the extent that the remaining July 2025 Warrants are exercised in full, we will be

able to raise approximately $0.4 million in additional gross proceeds from the cash exercise thereof.

On July 22, 2025, following the completion of a registered direct offering

(the “Registered Offering”) of 14,285,718 shares of our common stock (the “RDO Shares”) and a concurrent

private placement (the “Private Placement”) of unregistered common stock warrants (the “Private Placement Warrants”)

exercisable into an equal number of shares of our common stock with an exercise price of $0.35 per share, we raised gross proceeds

of approximately $5.0 million.

The Private Placement Warrants were immediately exercisable upon issuance and expire on September 12, 2030.

In connection with the concurrent Registered Offering and Private Placement, we also issued warrants (the “RDO Placement Agent Warrants”)

to Wainwright, or its designees, to purchase up to 714,286 shares of common stock.

The RDO Placement Agent Warrants have an

exercise price of $0.4375 per share, are immediately exercisable upon issuance and will expire on September 12, 2030.

Private Placement Warrants and the RDO Placement Agent Warrants have been exercised, resulting in additional gross proceeds of approximately

$4.5 million, as of the date of this report, and to the extent that the remaining Private Placement Warrants and RDO Placement Agent Warrants

are exercised in full, we will be able to raise approximately $0.4 million in additional gross proceeds from the cash exercise thereof.

With the proceeds of the Registered Offering and concurrent Private

Placement, we were able to repay the outstanding balance under the Note in full using cash on hand, which payment was in the amount of

approximately $4.5 million.

Upon such payment, we fully satisfied all amounts due under the Note, and we were no longer subject to redemptions

from Streeterville under the Note, which were adversely affecting our liquidity.

In addition to these equity offerings, we entered into ATM Programs

with A.G.P./Alliance Global Partners (“A.G.P.”) and Wainwright on December 19, 2024, which was terminated on March 29, 2025,

and April 2, 2025, respectively.

We issued 160,879 shares of our common stock for gross proceeds of approximately $231,235 pursuant to

our ATM Program with A.G.P.

during the fiscal year ended December 31, 2025.

We terminated our ATM Program with A.G.P.

on March 29, 2025

and entered into an ATM Program with Wainwright on April 2, 2025.

We issued 2,792,104 shares of common stock for gross proceeds of approximately

$985,447 pursuant to our ATM Program with Wainwright during the fiscal year ended December 31, 2025.

For more information, see “Note

14–Stockholders’ Equity – Shelf Registration on Form S-3” herein.

Our business model requires

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

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

and general corporate overhead.

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

additional equity or debt financing or strategic partnerships.

If we are unable to obtain additional financing when required, we may be

forced to reduce the scope of our operations, delay the launch of new products or services, or take other actions that could adversely

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

We may also be required to seek additional financing on terms that

are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome

terms and restrictions.

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

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

new markets or geographies, including through strategic acquisitions, and general corporate overhead.

As a result, we may require additional

financing in the future to fund our operations, which may include additional equity or debt financings or strategic partnerships or investments.

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

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

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

ownership interests or the imposition of burdensome terms and restrictions.

In addition to our capital

expenditures, we have ongoing disputes with GYBL regarding the GEM Warrants.

As of the date of this report, there has been no adjustment

to the exercise price of the GEM Warrants given the ongoing disputes related to the exercise price.

We do not expect that the GEM Warrants

will be exercised while these disputes are pending and when exercised, GYBL may elect to exercise the GEM Warrants on a cashless basis,

meaning that we would not receive cash for the exercise of the GEM Warrants.

If these disputes are adversely determined against us, we

may incur penalties under the GEM Agreement and/or additional litigation expenses and penalties related to these disputes, which could

materially adversely impact our liquidity, capital resources and overall financial condition.

Management reassessed our

liquidity and financial condition as of December 31, 2025 and determined that although the conditions which previously raised substantial

doubt about our ability to continue as a going concern had improved, substantial doubt exists about our ability to continue as a going

concern due to our recurring losses, negative operating cash flows and limited cash resources relative to our operating expenses.

of December 31, 2025, we had cash and cash equivalents of approximately $7.7 million, compared to $3.1 million as of December 31, 2024,

and an accumulated deficit of $55.98 million.

plan to address the going concern is based on the following strategies:

Revenue Growth .

For the fiscal year ended December 31, 2025, we generated revenue of approximately $4.5 million, representing growth of approximately 376% compared to the fiscal year ended December 31, 2024 revenue of approximately $0.9 million because of our mortgage brokerage operations, subscription fees from AiChat, the acquisition of Prevu and the related expansion of our integrated homebuying services offerings.

Management expects continued revenue growth in 2026 driven by the integration of acquired operations, continued expansion into additional U.S.

states, additional strategic acquisitions, including the proposed acquisition of InstaMortgage, if consummated, and the continued development of the reAlpha platform.

● Acquisition Integration .

We have, in the past few years, completed the acquisitions of reAlpha

Nepal, AiChat, Hyperfast, reAlpha Mortgage, and during the fiscal year ended December 31, 2025, Prevu.

Each of these acquisitions has

been integrated or is in the process of being integrated into our operations.

These acquisitions collectively expanded our business to

provide realty services in 13 U.S.

states and Washington, D.C., mortgage brokering services in 31 U.S.

states, and digital title and escrow

services in three U.S.

The proposed acquisition of InstaMortgage, if consummated, would add direct mortgage lending capabilities

to our business.

● Capital Structure and Fundraising .

We were able to raise aggregate gross proceeds of approximately

$25.5 million during the fiscal year ended December 31, 2025, through a combination of warrant exercises, equity offerings, and at-the-market

Management intends to continue utilizing available capital-raising mechanisms, subject to market conditions and applicable securities

laws, to fund operations and strategic initiatives.

There can be no assurance

that management’s plans will be successfully implemented.

To the extent that we do not generate sufficient revenue to fund our operations

beyond such 12-month period, we expect to fund operations through additional equity or debt financing, although capital markets volatility

may limit our ability to raise funds on acceptable terms.

See “Risk Factors” herein for additional information.

Contractual Commitments and Obligations

On August 14, 2024, we entered

into the Purchase Agreement with the Lender (each as defined above) to issue and sell a secured promissory note worth $5,455,000 (see

“Recent Developments – Streeterville Capital, LLC Note Purchase Agreement and Secured Promissory Note” for further information).

As of December 31, 2024, we have incurred $435,000 original issue discount expenses related to the Note.

Further, in accordance with the

Note and related Purchase Agreement, the Lender may redeem up to $545,000 of the Note per month at any time, subject to premiums, which

amount will be due and payable in cash within three trading days of our receipt of a redemption notice from the Lender.

The redemption feature of

the Note may require us to make redemption payments at the request of the Lender, and those 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.

The Note and related Purchase Agreement also contain restrictive

covenants on our ability to issue securities, which may further impact our ability to raise capital to meet our redemption payments or

other obligations and expenses as they are due.

Acquisition of Prevu

In connection with the acquisition of Prevu, we are obligated to pay

deferred consideration totaling $2.5 million pursuant to the terms of the Prevu Merger Agreement.

The deferred consideration is payable

in four equal installments of $625,000 over an 18-month period following the closing date, payable in cash or shares of our common stock,

at our sole discretion.

As of December 31, 2025, three of these installments, totaling approximately $1.9 million, are scheduled to be

paid within the next 12 months and are included in current liabilities, with the remaining $0.6 million classified as a long-term liability.

See “Recent Developments – Acquisition of Prevu, Inc.” for additional information.

Proposed Merger with InstaMortgage

On December 22, 2025, we entered into the Merger Agreement to acquire

100% of the outstanding equity of InstaMortgage for total consideration of approximately $8.5 million, payable in a combination of cash

and shares of our common stock, including deferred consideration.

The transaction is expected to close in the first half of 2026, subject

to regulatory approvals and other customary closing conditions.

In connection with this proposed acquisition, we will be required to pay

cash consideration of approximately $0.5 million and issue approximately $1.5 million in shares of our common stock if and when the acquisition

is consummated.

The $0.5 million cash consideration is currently being held in escrow.

See “Recent Developments – Proposed

Merger with InstaMortgage, Inc.” for additional information.

The following table summarizes

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$ (6,042,238 )

Net cash (used in) provided by investing activities

Net cash used in investing activities

$ (1,742,092 )

$ (1,554,400 )

Net cash provided by financing activities

1 unchanged sentence

Operating Activities

For the fiscal year ended December 31, 2024, net cash used in operating

activities was $(6,042,238), compared to $(5,116,748) for the same period in 2023.

The increase is primarily due to higher operating expenses,

including salaries of $2,634,138 and professional and legal fees of $1,845,041, most of which were acquisition-related costs.

the fiscal year ended December 31, 2025, net cash used in operating activities was $11,262,577, compared to $6,042,238 for

the same period in 2024.

The increase is primarily due to higher operating expenses, including salaries of $6,506,553 and professional

and legal fees of $3,273,947.

Cash Flows from

Investing Activities

the fiscal year ended December 31, 2024, net cash used in investing

activities was $(1,554,400), compared to net cash provided by investing activities of $893,717 for the same period in 2023.

in cash flows from investing activities is mainly attributable to cash paid to acquisitions of $1,282,197 and capitalization of software

development costs during the twelve months ended December 31, 2024.

the fiscal year ended December 31, 2025, net cash used in investing activities was $1,742,092 compared to $1,554,400 for the same

period in 2024.

This change in cash flows from investing activities is mainly attributable to cash paid to acquisitions of

$1,023,053 and capitalization of software development costs during the year ended December 31, 2025.

Cash Flows from

Financing Activities

the fiscal year ended December 31, 2024, net cash provided by financing

activities was $4,263,798, compared to $7,689,619 for the same period in 2023.

This mainly consists of the issuance of the Note.

during the comparable period in 2023, proceeds from our public offering and Regulation A offering contributed to financing activities,

which were not present in 2024.

the fiscal year ended December 31, 2025, net cash provided by financing activities was $17,651,159, compared to $4,263,798 for the same

period in 2024.

This increase mainly consists of $1,175,994 capital raised through our ATM Programs, proceeds of $17,120,549 from the

exercise of warrants, and proceeds of $6,328,101 from the issuance of common stock in connection with our recent equity offerings.

cash inflows were partially offset by the repayment of outstanding debt of $5,623,196 and equity offering expenses of $941,742, such as

placement agent fees and other costs related to the equity offerings.

Off-Balance Sheet Arrangements

We do not have

any off-balance sheet transactions.

do not have any off-balance sheet transactions.

Emerging Growth Company

The JOBS Act permits an emerging

growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable

to public companies until those standards would otherwise apply to private companies.

We have irrevocably elected to apply this extended

transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such

standards is required for public entities.

Accordingly, our financial statements may not be comparable to other public companies that

do not elect the extended transition period.

Under Section 102(b)(1) of

the JOBS Act, emerging growth companies are exempt from the adoption of new or revised accounting standards until such standards apply

to private companies so long as they do not opt out of the extended transition period.

Where permissible, we have early adopted certain

standards as described in “Note 2 – Summary of Significant Accounting Policies – Recent Accounting Pronouncements –

Accounting Pronouncements Issued and Adopted” in our audited consolidated financial statements included elsewhere in this report.

Accordingly, when a standard has different application dates for public and private companies, we may adopt the standard on the timeline

applicable to private companies.

As a result, our consolidated financial statements may not be comparable to those of other public companies

that comply with public company effective dates.

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 7. Management’s Discussion and Analysis