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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-04-02 · 2470 added, 1909 removed, 705 unchanged (86% of the section changed)

7 unchanged sentences

As of the end of the period

covered by this report, management conducted an evaluation, under the supervision and with the participation of our current Chief Executive

Officer and then-Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules

13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our current Chief Executive Officer and then-Interim Chief Financial

Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us

in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under

the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, as

appropriate, to allow timely decisions regarding required disclosures.

covered by this report, management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and

communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions

regarding required disclosures.

Management’s Report on Internal Control

over Financial Reporting

Our current Chief Executive

Officer (principal executive officer) and Chief Financial Officer (principal accounting and financial officer) are responsible for establishing

Our Chief Executive Officer

(principal executive officer) and Chief Financial Officer (principal accounting and financial officer) are responsible for establishing

and maintaining internal control over financial reporting.

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and includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail

accurately and fairly reflect the transactions and dispositions of our assets;

● provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our

receipts and expenditures are being made only in accordance with authorizations of management and our directors;

● provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations,

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the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2024.

Our management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control

– Integrated Framework (“2013 Framework”).

Based on this assessment, our management, with the participation of our current

Chief Executive Officer (principal executive officer) and our then-Interim Chief Financial Officer (and then-principal accounting and

financial officer), concluded that, as of December 31, 2024, our internal control over financial reporting was effective based

on those criteria.

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated

2013 Framework.

Based on this assessment, our management, with the participation of our Chief Executive Officer (principal executive

officer) and our Chief Financial Officer (principal accounting and financial officer), concluded that, as of December 31, 2025, our

internal control over financial reporting was effective based on those criteria.

Changes in Internal Control over Financial

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the Company’s fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Executive Officers and Directors

The following table provides

information regarding our executive officers and directors as of the date hereof.

The following table provides information regarding our executive officers

and directors as of the date hereof.

Brian Cole and Monaz Karkaria, who both served as directors during the fiscal year ended December

31, 2025, resigned from the Board effective February 4, 2026 and February 5, 2026, respectively.

Prabhu Antony and Michael J.

were appointed to the Board on February 24, 2026 to fill the resulting vacancy.

Term of Office

Executive Officers

Chief Executive Officer

Chairman of the Board of Directors

Executive Chairman of the Board

Since Inception

Chief Operating Officer and President

Chief Executive Officer, President and Director

Since Inception

Piyush Phadke

Chief Financial Officer

Since January 2025

Board of Directors

Monaz Karkaria

Since January 2022

Brian Cole (1)(2)(3)

Independent Director

Since Inception

Since February 2026

Dimitrios Angelis (1)(2)(3)

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Since April 2023

Prabhu Antony (1)(2)(3)

Independent Director

Since February 2026

Balaji Swaminathan (1)(2)(3)

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Since April 2023

(1) Member of the audit committee of the board of directors (the

“audit committee”).

(2) Member of the compensation committee of the board of directors

(the “compensation committee”).

(3) Member of the nominating and corporate governance committee

of the board of directors (the “governance committee”).

Member of the audit committee of the Board (the “audit committee”).

Member of the compensation committee of the Board (the “compensation committee”).

Member of the nominating and corporate governance committee of the

Board (the “nominating and governance committee”).

Executive Officers

is the founder of the Company and has served as our Chief Executive Officer and member of the board of directors since inception in April

Devanur was appointed Chairman of the board of directors in April 2023 and he also served as our President from inception until

February 2024.

Devanur is a business entrepreneur and an experienced chief executive officer who has been involved in capital planning

and investor presentations as an executive officer for various companies.

He has more than 25 years of experience in the information technology

Prior to founding the Company, Mr.

Devanur co-founded Taazu, Inc.

in March 2018, an artificial-intelligence business travel

assistant company, which was subsequently sold in March 2021, and in December 2019, Mr.

Devanur also co-founded GenDeep, Inc., an investment

analysis company, which was eventually dissolved in October 2020 due to the COVID-19 pandemic.

Additionally, Mr.

Devanur was a member

of the board of directors of Coffee Day Enterprises Ltd., a public company listed on the National Stock Exchange of India, from December

2020 until October 2024, and has been a member of the board of directors of Saara, Inc., an AI-based e-commerce solutions company, since

October 2019.

Devanur has a master’s degree in Technology Management from Columbia University and a bachelor’s degree

in computer engineering from the University of Mysore, India.

He has attended Executive Education programs at the Massachusetts Institute

of Technology and Harvard Law School.

The board of directors believes that Mr.

is the Executive Chairman of the Board.

Devanur became a member of our Board in April 2021 and its Chairman in April 2023.

as our Chief Executive Officer from April 2023 until June 2025 when he transitioned to the role of Executive Chairman of the Board.

is a serial business entrepreneur and an experienced chief executive officer who has been involved in capital planning and investor presentations

as an executive officer for various companies.

He has more than 25 years of experience in the information technology industry.

Devanur began designing the early AI systems for the “reAlpha” concept and formed reAlpha Tech Corp.

parent company) until April 2021, when he became the Company’s chief executive officer and president.

Devanur has served as

the Chief Executive Officer and Director of BHAV Acquisition Corp., a special purpose acquisition corporation, and Managing Member of

BHAV Partners LLC, the sponsor of BHAV Acquisition Corp., each since September 2025.

He has also served as served as a member of the board

of directors of Saara, Inc., an AI-based e-commerce solutions company since October 2019.

From October 2025 through December 2025, Mr.

Devanur served as a member of the board of directors of Virtuix Holdings Inc., a developer of full-body virtual-reality gaming system.

Devanur co-founding the Company, Mr.

Devanur served as a member of the board of directors of Coffee Day from December 2020

to October 2024.

Additionally, he co-founded GenDeep, Inc., an investment analysis company, in December 2019, which was eventually dissolved

in October 2020 due to COVID-19, and Taazu, Inc.

in March 2018, an artificial-intelligence business travel assistant company, which was

subsequently sold in March 2021.

Devanur holds a master’s degree in Technology Management from Columbia University and a bachelor’s

degree in computer engineering from the University of Mysore, India.

He has attended Executive Education programs at the Massachusetts

Institute of Technology and Harvard Law School.

The Board believes that Mr.

Devanur’s decades-long experience in the information

technology industry and in positions of leadership in other companies will enable him to bring a wealth of strategic and business acumen

to the board of directors.

served as our Chief Operating Officer and President since February 2024.

Logozzo also served our Chief Financial Officer until February

Prior to his role at the Company, Mr.

Logozzo was managing director for the Americas of L Marks, covering the U.S., Canada, and

Latin America from May 2019 to March 2021.

Prior to his employment with L Marks, he worked at BMW financial services (a $32 billion portfolio

with 1.2 million customers) from 2001 to 2019 in multiple roles, including IT manager starting in February 2001, then process and quality

manager, strategy manager, special project manager and general manager of financial services and operations in the Americas from May 2011

to April 2019.

to the Board.

has served as our Chief Executive Officer and Interim Chief Operating Officer since June 2025 and joined our Board in February 2026.

to his appointment as Chief Executive Officer, Mr.

Logozzo held various roles at the Company, including the roles of Chief Operating Officer

and President from February 2024 until June 2025 and Chief Financial Officer from April 2021 until February 2024.

Prior to joining the

Logozzo was managing director for the Americas of L Marks, covering the United States, Canada, and Latin America from May

2019 to March 2021.

Logozzo also held multiple roles at BMW Financial Services between 2001 to 2019, including as an IT Manager, Process

and Quality Manager, Strategy Manager, Special Project Manager and finally as General Manager of Financial Services and Operations in

the Americas from May 2011 to April 2019.

During his 18-year tenure, Mr.

Logozzo was responsible for finance operations, innovation, and best practices integration

at the automotive company’s Americas Regional Services Center in Columbus, Ohio and the headquarters in Munich, Germany.

holds a Management Information Systems Bachelor of Science (B.S.) from Youngstown State University, and a Business Administration, Management

and Operations Masters of Business Administration (MBA) from Franklin University.

Piyush Phadke

has served as our Chief Financial Officer since January 30, 2025.

Phadke brings over 20 years of leadership and finance experience.

Before joining the Company, Mr.

Phadke served as Managing Director at BTIG, LLC, a global financial services firm, from January 2021 to

September 2023, and as Director from May 2017 to January 2021, where he was part of the debt capital advisory group and executed multiple

capital raise transactions across different products including term loans, high-yield bonds and mezzanine financings.

Prior to his position

at BTIG, LLC, Mr.

Phadke served as Senior Vice President of the financial sponsors group at Jefferies LLC, an investment bank, from January

2016 until July 2016, and as Vice President of such group from July 2014 until January 2016, where he led and structured the underwriting

and syndication of leveraged loans and high-yield bonds to support leveraged buyouts.

Prior to Jefferies LLC, Mr.

Phadke held positions

at Bank of America from July 2008 until June 2014, where he executed leveraged buyouts, refinancings, dividend recapitalizations, equity

offerings and merger and acquisitions for private equity firms and their portfolio companies.

Phadke received a Master of Business

Administration in Corporate Finance and Financial Analysis from The Fuqua School of Business at Duke University, and a B.A.

from Tufts University.

Non-Employee Directors

Brian Cole has

been a member of our board of directors since April 2021.

Cole has also acted as the managing director of Baird’s Technology

and Services Investment Banking Group since March 2010.

In that role, Mr.

Cole leads merger and acquisition and capital raising transactions,

advising premier tech-enabled outsourcing companies.

Prior to joining Baird’s Technology Services Investment Banking Group, Mr.

Cole was a manager in PricewaterhouseCoopers’ Transaction Services practice where he led mergers and acquisitions advisory and financial

due diligence engagements for private equity and corporate clients including leveraged buyouts, mergers, carve-out divestitures, take-privates,

and joint ventures.

Brian received his M.B.A.

from Indiana University’s Kelley School of Business and a Bachelor’s of Science

(B.S.) in business from the same institution with honors.

The board of directors believes that Mr.

Cole’s substantial experience

in the financial services and investment banking industries will enable him to bring strategic insights to the board of directors.

Monaz Karkaria has

been a member of our board of directors since January 2022.

Karkaria also served as our Chief Operating Officer from inception until

January 2022.

Karkaria has been investing in rental properties since 1999 and has been a part of over 100 real estate transactions.

Karkaria is the owner and founder of Ben Zen Investments LLC and Ben Zen Properties LLC since 2013.

Karkaria was also a social

director at ZANT, a non-profit organization from 2015 to 2017.

Karkaria was a business consultant in Brazil from 2006 to

Karkaria holds a Bachelor’s degree from the All India Institute of Physical Medicine and Rehabilitation.

directors believes that Ms.

Karkaria’s substantial experience in the real estate industry will enable her to bring real estate business

insights to the board of directors.

Dimitrios Angelis

has been a member of our board of directors since April 2023.

Angelis is an accomplished business strategist who brings over two decades

of experience as general counsel from several multinational companies.

Logozzo was responsible for finance operations, innovation, and

best practices integration at the automotive company’s Americas Regional Services Center in Columbus, Ohio and at BMW Financial

Services’ headquarters in Munich, Germany.

Logozzo holds a Masters of Business Administration (MBA) in Business Administration

and Management and Operations from Franklin University and a Bachelor of Science in Management Information Systems from Youngstown State

The Board believes that Mr.

Logozzo’s decades-long experience across operations, financial services and innovation

and in positions of leadership in other companies will enable him to bring a wealth of strategic and business acumen to the Board.

has served as our Chief Financial Officer since February 2026.

Prior to his appointment as Chief Financial Officer, Mr.

served as the Company’s Chief Executive Officer of reAlpha Realty following the Company’s November 2025 acquisition of Prevu,

the Company Mr.

Kutzman co-founded.

Kutzman served as Chief Executive Officer of Prevu from September 2025 to November 2025, and

as Co-Chief Executive Officer of Prevu from August 2015 to August 2025.

He served as a member of Prevu’s board of directors from

August 2015 through its acquisition.

Prior to co-founding Prevu, Mr.

Kutzman held investment and trading roles in the United States and

Europe at Jabre Capital Partners, Citi, JP Morgan and S.A.C.

Capital Advisors.

Kutzman holds a Bachelor of Science in Finance and

Accounting from the NYU Stern School of Business.

Angelis has been a member of our Board since April 2023.

Angelis is an accomplished business strategist who brings over

two decades of experience as general counsel from several multinational companies.

He is currently serves as Of Counsel at OGC

Solutions and has served as the President, co-founder and executive director of the board of Sparta Biomedical Inc., a

privately-held developer of orthopedic solutions since June 2017.

Since January 2017, he has been the managing partner of Pharma

Tech Law LLC, a law firm that specializes in the life sciences field.

Further, since June 2017, he has acted as the President, co-founder

and chairman of the board of directors of Sparta Biomedical Inc., a privately-held developer of orthopedic solutions.

also been a member of the board of directors of The One Group (NASDAQ:

STKS) since March 2018, and from March 2015 to March 2020, he served

as Star Equity Holding, Inc.

(f/k/a/ Digirad) (NASDAQ:

STRR) board of directors’ chairperson of the compensation committee.

Angelis has a Bachelor of Arts (B.A.) in Philosophy and English from Boston College, a Master of Arts (M.A.) in Behavioral Science from

California State University and a Juris Doctor (J.D.) from NYU School of Law.

Our board of directors believes that Mr.

substantial experience as an accomplished attorney, negotiator and general counsel to public and private companies in the healthcare field

will enable him to bring a wealth of strategic, legal and business acumen to the board of directors.

Balaji Swaminathan has

been a member of our board of directors since April 2023.

Angelis has also been a member of the board of The One

Group (NASDAQ:

STKS) since March 2018, and from March 2015 to July 2020, he served as the chairperson of Star Equity Holding,

Inc.’s (f/k/a/ Digirad) (NASDAQ:

STRR) compensation committee.

Angelis holds a Bachelor of Arts in Philosophy and English

from Boston College, a Master of Arts in Behavioral Science from California State University and a Juris Doctor from NYU School of

Our Board believes that Mr.

Angelis’ substantial experience as an accomplished attorney, negotiator and general counsel

to public and private companies in the healthcare field will enable him to bring a wealth of strategic, legal and business acumen to

Balaji Swaminathan

has been a member of our Board since April 2023.

Swaminathan is an accomplished business leader with extensive experience

in financial services and entrepreneurship.

Since 2018, Mr.

Swaminathan has been the founder, chief executive officer and a member of

the board of directors of SAIML Pte Ltd, a Singapore-based Capital Markets Services licensed company that provides personalized wealth

management solutions for ultra-high net worth customers.

Since February 2018, Mr.

Swaminathan has been the founder, chief executive officer and a

member of the Board of SAIML Pte Ltd, a Singapore-based Capital Markets Services licensed company that provides personalized wealth management

solutions for ultra-high net worth customers.

Prior to his entrepreneurial pursuits, Mr.

Swaminathan also held several key

leadership roles in major financial institutions, including serving as President of Westpac International from 2012 to 2019.

also holds multiple directorships with Singapore-based private companies in the finance industry, including S Cube Digilytics Venture

Pte Ltd., Turbo Tech Ltd.

and Allied Blenders and Distillers Limited since 2022;

Swaminathan also held several key leadership

roles in major financial institutions, including serving as President of Westpac International from July 2012 to March 2018.

also holds multiple directorships with Asia-based companies, including Haldia Petrochemicals Ltd.

since October 2025, Juniper Green Energy

since June 2025, Allied Blenders and Distillers Limited since February 2022;

AT Holdings Pte Ltd.

since August 2019;

and Vibgyor Realty

Investments Private Limited since 2018.

Swaminathan has a Bachelor’s of Commerce (B.C.) in Finance from St.

Xavier’s College,

a Finance degree from The Institute of Chartered Accountants of India, a Finance Cost & Works degree from The Institute of Cost &

Works Accountants of India and an Advanced Management Program from Harvard Business School.

The board of directors believes that Mr.

substantial experience in the financial services industry as well as in positions of leadership in other companies will enable him to

bring a wealth of strategic and business insights to the board of directors.

& Investments Private Limited since September 2018.

Swaminathan holds a Bachelor of Commerce in Finance from St.

College, a Finance degree from The Institute of Chartered Accountants of India, a Finance Cost & Works degree from The Institute

of Cost & Works Accountants of India and has completed an Advanced Management Program from Harvard Business School.

The Board believes

Swaminathan’s substantial experience in the financial services industry as well as in positions of leadership in other

companies will enable him to bring a wealth of strategic and business insights to the Board.

Prabhu Antony

has been a member of our Board since February 2026.

Antony is an accomplished business leader with a dealmaking track record that

has been recognized globally with honors including Investment Banker of the Year, Top 40 Under 40, and Best Cross-Border Deal of the

Year at the Global M&A Forum.

Antony has served a Venture Partner at Exfinity Ventures, a business-to-business Deeptech US-India

cross border venture fund since March 2025.

Since June 2024, he has served as President and a member of the board of directors of Stonebridge

Acquisition II Corp.

APAC), a blank check company formed for the purpose of effecting a business combination, and he became

the Chief Financial Officer of Stonebridge Acquisition II Corp.

in August 2025.

Since September 2015, Mr.

Antony has served as the Chief

Investment Officer of Scieniti LLC, an investment management company.

Antony also served as President and a member of the board of

directors of Stonebridge Acquisition Corp.

APAC) from February 2021 through its initial business combination with DigiAsia Bios

FAAS), a Mastercard-backed Indonesian “Fintech-as-a-Service” company, in April 2024.

From December 2009

through December 2024, Mr.

Antony served as Executive Director of Sett & Lucas Inc, a Hong Kong headquartered financial institution

that specializes in cross border mergers and acquisitions.

Antony is an alumni of the Stanford Graduate School of Business and Wharton

School of the University of Pennsylvania.

He also holds a Bachelor of Engineering in Electronics and Instrumentation Engineering from

the University of Madras and an MBA from Anna University.

The Board believes that Mr.

Antony’s substantial experience in investment

banking and capital markets as well as his experience serving on the boards of publicly listed companies will enable him to bring a wealth

of strategic and financial insights to the Board.

Involvement in Certain Legal Proceedings

With the exception of Giri

Devanur – see “Legal Proceedings” and “India Proceeding Involving Giri Devanur” for further information

on this matter – none of our directors or executive officers has, during the past ten years:

With the exception of Giri Devanur - see “Legal Proceedings”

for further information on this matter - none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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CORPORATE GOVERNANCE

Controlled Company

A controlled company is a

company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.

We are a controlled company because Mr.

Giri Devanur, our Chief Executive Officer and Chairman, holds more than 50% of our voting power,

and we expect we will continue to be a controlled company upon the completion of this offering.

For so long as we remain a controlled

company, we are exempt from the obligation to comply with certain Nasdaq corporate governance requirements, including:

board of directors is not required to be comprised of a majority of independent directors.

board of directors is not subject to the compensation committee requirement;

are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee

comprised solely of independent directors.

The controlled company exemptions

do not apply to the audit committee requirement or the requirement for executive sessions of independent directors.

We are required to

disclose in our annual report that we are a controlled company and the basis for that determination.

Although we do not plan to take advantage

of the exemptions provided to controlled companies, we may in the future take advantage of such exemptions.

Director Independence

1 unchanged sentence

on Nasdaq under the symbol “AIRE”.

Subject to the controlled company exemption described above, the listing rules of Nasdaq

generally require that a majority of the members of a listed company’s board of directors be independent.

In addition, the listing

rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and governance

committees be independent subject to the controlled company exemptions described above, as applicable to the compensation and governance

The listing rules of Nasdaq generally require that a majority of the members of a listed

company’s board of directors be independent.

In addition, the listing rules generally require that, subject to specified exceptions,

each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

Audit committee members must

2 unchanged sentences

of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit

committee, the board of directors, or any other board committee:

accept, directly or indirectly, any consulting, advisory, or other compensatory

fee from the listed company or any of its subsidiaries;

committee, the Board, or any other board committee:

accept, directly or indirectly, any consulting, advisory, or other compensatory fee

from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors undertook

a review of its composition, the composition of its committees and the independence of our directors and considered whether any director

has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her

responsibilities.

Based upon information requested from and provided by each non-employee director concerning his or her background,

employment and affiliations, including family relationships, our board of directors has determined that none of our directors have relationships

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these

directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under

the Exchange Act.

Only Monaz Karkaria and Giri Devanur are not independent under Nasdaq’s independence standards.

Our Board undertook a review

of its composition, the composition of its committees and the independence of our directors and considered whether any director has a

material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each non-employee director concerning his or her background, employment and affiliations,

including family relationships, our Board has determined that, except with respect to Giri Devanur and Michael J.

Logozzo, none of our

directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a

director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3

and Rule 10C-1 under the Exchange Act.

Board of Directors and Committees

The board of directors has

three standing committees:

the audit committee, compensation committee and the governance committee.

All member of the committees of the

board of directors are non-employee directors who are deemed independent.

Each of the charters of the committees of the board of directors

is posted on our website at ir.realpha.com.

Our Board currently

consists of five members.

Our executive officers are appointed by the Board and serve at the discretion of the Board, rather than

for specific terms of office.

Our Board is authorized to appoint officers as it deems appropriate pursuant to our bylaws.

The Board has three standing

the audit committee, compensation committee and the nominating and corporate governance committee.

All members of the committees

of the Board are non-employee directors who are deemed independent.

Each of the charters of the committees of the Board is posted on our

website at ir.realpha.com.

None of our directors or executive

1 unchanged sentence

Audit Committee

Under Nasdaq’s listing

standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent,

subject to certain phase-in provisions.

Balaji Swaminathan, Prabhu Antony and Dimitrios Angelis serve as members

of our audit committee.

Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least three members

of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

Each of Messrs.

Swaminathan, Cole and Angelis meet the independent director standard under Nasdaq’s

listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Balaji Swaminathan serves as chairman of our audit committee.

member of the audit committee is financially literate and our board of directors has determined that Balaji Swaminathan qualifies as an

“audit committee financial expert” as defined in applicable SEC rules.

Swaminathan, Antony and

Angelis meet the independent director standard under Nasdaq’s listing standards and under Rule 10-A-3(b)(1) of the Exchange Act

and is financially literate.

Swaminathan serves as chairman of our audit committee and our Board has determined that Mr.

qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Our audit committee charter,

9 unchanged sentences

Compensation Committee

Balaji Swaminathan, Brian

Cole and Dimitrios Angelis serve as members of our compensation committee.

Under Nasdaq’s listing standards and applicable SEC rules,

we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in

Brian Cole serves as chairman of our compensation committee.

Each of Messrs.

Swaminathan, Cole and Angelis meet the independent

director standard under Nasdaq’s listing standards applicable to members of the compensation committee.

Balaji Swaminathan, Prabhu Antony and Dimitrios Angelis serve as members

of our compensation committee.

Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least two members

of the compensation committee, all of whom must be independent, subject to certain phase-in provisions.

Dimitrios Angelis serves as chairman

of our compensation committee and each of Messrs.

Swaminathan, Antony and Angelis meet the independent director standard under Nasdaq’s

listing standards applicable to members of the compensation committee.

Our compensation committee

1 unchanged sentence

discharge the responsibilities relating to certain disclosures in public filings of the Company, including, but not limited to, in the Company’s proxy statement, and periodic reports, such as the Annual Report on Form 10-K and Quarterly Report on Form 10-Q;

discharge the responsibilities of the board of directors relating to compensation of our directors, executive officers and other key employees;

review and make recommendations to the board of directors in establishing appropriate incentive compensation and equity-based plans;

discharge the responsibilities of the Board relating to compensation of our directors, executive officers and other key employees;

review and make recommendations to the Board in establishing appropriate incentive compensation and equity-based plans;

oversee the annual process of evaluation of the performance of our management;

5 unchanged sentences

Nominating and Governance Committee

Our board of directors has

a standing nominating and governance committee of the board of directors that is composed of independent directors.

Cole and Angelis serve as members of our nominating and governance committee.

Dimitrios Angelis serves as the chairman of our nominating

and governance committee.

Our Board has a nominating and governance committee of the Board that

is composed of independent directors.

Swaminathan, Antony and Angelis serve as members of our nominating and governance committee.

Dimitrios Angelis serves as the chairman of our nominating and governance committee.

Our nominating and governance

committee charter, which details the purpose and principal functions of the nominating and governance committee, includes responsibilities

assist the board of directors by identifying qualified candidates for director nominees, including through search firms to assist in identifying qualified director nominees, and to recommend to the board of directors the director nominees for the next annual meeting of stockholders;

assist the Board by identifying qualified candidates for director nominees, including through search firms to assist in identifying qualified director nominees, and to recommend to the Board the director nominees for the next annual meeting of stockholders;

establish procedures to be followed by stockholders in submitting recommendations for director candidates to the nominating and governance committee;

lead the board of directors and board of directors committees in their annual review of their performance;

recommend to the board director nominees for each committee of the board of directors;

develop and recommend to the board of directors corporate governance guidelines applicable to us.

Compensation Committee Interlocks and Insider Participation

lead the Board and Board committees in their annual review of their performance;

recommend to the Board director nominees for each committee of the Board;

develop and recommend to the Board corporate governance guidelines applicable to us.

Compensation Committee Interlocks and Insider

Participation

None of the members of the

1 unchanged sentence

None of our executive

officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers

serving as a member of our board of directors or compensation committee.

officers serves as a member of the board or compensation committee of any other entity that has one or more executive officers serving

as a member of our Board or compensation committee.

Risk Oversight

4 unchanged sentences

by management.

Our board of directors is also apprised of particular risk management matters in connection with its general oversight

and approval of corporate matters and significant transactions.

Director Qualifications and Diversity

Our board of directors seeks

independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board of director’s

deliberations and decisions.

Our board of directors is particularly interested in maintaining a mix that includes individuals who are

active or retired executive officers and senior executives, particularly those with experience in the real estate, technology and finance

industries, and with real estate;

Our Board is also apprised of particular risk management matters in connection with its general oversight and approval

of corporate matters and significant transactions.

Director Qualifications

Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board

of director’s deliberations and decisions.

Our Board is particularly interested in maintaining a mix that includes individuals who

are active or retired executive officers and senior executives, particularly those with experience in the real estate, technology and

finance industries, and with real estate;

finance and accounting;

and entrepreneurship skills.

There is no difference in the

manner in which the board of directors evaluates nominees for directors based on whether the nominee is recommended by a stockholder.

In evaluating nominations, the board of directors also looks for depth and breadth of experience within our industry and otherwise, outside

time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing

and assessing business strategies, corporate governance expertise, and for incumbent members of the board of directors, the past performance

of the incumbent director.

Code of Business Conduct and Ethics

board of directors adopted a code of business conduct and ethics, or the “Code of Conduct,” applicable to all directors, executive

officers and employees.

is no difference in the manner in which the Board evaluates nominees for directors based on whether the nominee is recommended by a stockholder.

In evaluating nominations, the Board also looks for depth and breadth of experience within our industry and otherwise, outside time commitments,

special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing

business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director.

Code of Business Conduct

Board adopted a code of business conduct and ethics, or the “Code of Conduct,” applicable to all directors, executive officers

and employees.

The Code of Conduct is available on the “Investor Relations” portion of our website at www.realpha.com.

The nominating and corporate governance committee of our board of directors is responsible for overseeing the Code of Conduct and must

approve any waivers of the Code of Conduct for employees, executive officers and directors.

In addition, we intend to post on our website

all disclosures that are required by law or Nasdaq’s listing standards concerning any amendments to, or waivers of, any provision

of the Code of Conduct.

nominating and governance committee of our Board is responsible for overseeing the Code of Conduct and must approve any waivers of the

Code of Conduct for employees, executive officers and directors.

In addition, we intend to post on our website all disclosures that are

required by law or Nasdaq’s listing standards concerning any amendments to, or waivers of, any provision of the Code of Conduct.

Insider Trading Policy

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Family Relationships

There are no family relationships

among any of our executive officers or directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires that our directors, executive officers, and greater than 10% stockholders to file with the SEC initial reports of ownership

and reports of changes in ownership of common stock and other equity securities of the Company.

To our knowledge, all Section 16(a) filing

requirements applicable to its officers, directors, and greater than 10% stockholders for the year ended December 31, 2024, were complied

with, except for the following inadvertent delinquent reports:

Swaminathan and

Angelis inadvertently failed to timely disclose one transaction relating to a grant of shares of common stock on May 16, 2024, for

services rendered during the year ended December 31, 2023.

These transactions were disclosed on a Form 4 for each of Mr.

Swaminathan and

Angelis on June 14, 2024.

Michael Frenz, our former

Chief Financial Officer that served in such position from February 2024 to July 2024, inadvertently failed to timely disclose one transaction

relating to a grant of shares of common stock on May 16, 2024, for services rendered as an independent contractor prior to his appointment

as Chief Financial Officer.

This transaction was disclosed on a Form 4 for Mr.

Frenz on June 14, 2024.

are no family relationships among any of our executive officers or directors.

EXECUTIVE COMPENSATION

Named Executive Officers

Our named executive officers

and their respective positions for the year ended December 31, 2024, were as follows:

Giri Devanur, Chief Executive Officer;

Logozzo, President and Chief Operating Officer;

Jorge Aldecoa, former Chief Product Officer.

Summary Compensation Table

Executive Officers

named executive officers and their respective positions for the year ended December 31, 2025, were as follows:

Giri Devanur, current Executive

Chairman of the Board and former Chief Executive Officer;

Logozzo, current

Chief Executive Officer and Interim Chief Operating Officer, former Chief Operating Officer and President and former Interim Chief

Financial Officer;

Piyush Phadke, former Chief Financial Officer.

Compensation Table

following table contains information about the compensation paid to or earned by each of our named executive officers and their respective

positions with the Company for the years ended December 31, 2025 and 2024.

Piyush Phadke, our Chief Financial Officer, is not included

since he was appointed to such position on January 30, 2025, succeeding Rakesh Prasad, who served as our Interim Chief Financial Officer

from October 10, 2024, until such date.

Name and Principal Position

December 31, 2025

Chief Executive Officer and Chairman of the Board of

Executive Chairman of the Board (former Chief Executive Officer and Chairman of the Board)

December 31, 2024

December 31, 2025

President and Chief Operating Officer

Chief Executive Officer and interim Chief Operating Officer (former President and Chief Operating Officer)

December 31, 2024

Piyush Phadke

December 31, 2025

Former Chief Operating Officer (2)

Former Chief Financial Officer (8)

December 31, 2024

(1) “All other compensation” for Mr.

Devanur is his

compensation for services as a member of our board of directors for the years ended December 31, 2024 and 2023.

(2) On February 27, 2025, we terminated the employment of Jorge

Aldecoa as our Chief Product Officer, effective immediately.

Employment Agreements with Executive Officers

Employment Agreement with Giri Devanur

We entered into an employment

agreement with Giri Devanur on September 1, 2021.

Pursuant to Mr.

Devanur’s employment agreement, he will serve as the Company’s

Chief Executive Officer until his agreement is terminated by either Mr.

Devanur or the Company.

By letter agreement, dated

April 11, 2023, we entered into an updated employment agreement with Mr.

Devanur, which provides for a base salary of $150,000.

base salary was subsequently adjusted by the compensation committee on February 1, 2024 to $250,000, retroactive to January 1, 2024 pursuant

to the terms of his employment agreement, which provides that his base salary would be adjusted following a successful public offering

resulting in gross proceeds to the Company of $8,000,000 or more, subject to the compensation committee’s approval.

Moreover, pursuant to an amendment

to his employment agreement dated February 1, 2024, Mr.

Devanur is entitled to additional compensation in the form of a discretionary

bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets to be established by the compensation

committee, which will be payable no later than two and a half months after the fiscal year to which these performance targets relate to,

and certain benefits such as unlimited vacation, health insurance and others.

Pursuant to the February 1, 2024 amendment to his employment

agreement, Mr.

Devanur is also eligible to participate in the 2022 Plan (as defined below), and may receive equity awards pursuant to

the 2022 Plan and in accordance to the Company’s long-term equity incentive awards program (the “LTI Awards”), which

LTI Awards are subject to certain performance criteria and metrics that will be established by the compensation committee, including satisfying

financial, operational and other metrics.

Devanur or the Company may terminate the updated employment agreement at any time upon written

notice to the other party.

Devanur’s employment agreement has a confidentiality provision and a non-compete for a period 2 years

following the termination of his employment.

Employment Agreement with Michael J.

We entered into an employment

The amounts in this column have been rounded to the nearest dollar.

The amounts included in

this column are the aggregate dollar amounts of compensation expense recognized by us for financial statement reporting purposes

in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”), and includes amounts from RSU awards

For information on the valuation assumptions used in calculating these dollar amounts, see “Note 2 – Summary

of Significant Accounting Policies,” and “Note 14 – Stockholders’ Equity” to our audited consolidated

financial statements included in this report.

These amounts reflect our accounting expense for these awards and do not reflect the

actual economic value that may be realized by the individuals upon vesting of such awards.

Represents RSU awards

earned for services rendered to the Company during the fiscal year ended December 31, 2025, and RSU awards earned pursuant to the

terms and conditions of the STIP based on achievement of certain performance criteria established by the compensation committee,

as adjusted from time to time, in each case issued pursuant to the 2022 Plan and as approved by the compensation committee.

See “Equity-Based

Compensation” below for more information.

On June 3, 2025, Mr.

transitioned from the role of Chief Executive Officer of the Company and Chairman of the Board into the role of Executive Chairman

of the Board, which did not affect his compensation.

The amount shown in the “Salary” column reflects the total salary

earned by Mr.

Devanur during the fiscal year ended December 31, 2025 in his role as Chief Executive Officer and Executive Chairman

of the Board.

“All other compensation”

Devanur is his compensation for services as a member of our Board for the years ended December 31, 2024 and December 31,

On June 3, 2025, Mr.

was appointed to the role of Chief Executive Officer of the Company.

There were no changes to Mr.

Logozzo’s compensation in

connection with this appointment.

Effective September 25, 2025, the compensation committee approved an increase in Mr.

base salary from $250,000 to $300,000.

The amount shown in the “Salary” column reflects the total salary earned by Mr.

Logozzo during the fiscal year ended December 31, 2025 at both salary rates.

Phadke joined the Company

on January 30, 2025 and therefore did not receive compensation from the Company in 2024.

Effective September 25, 2025, the compensation

committee approved an increase in Mr.

Phadke’s base salary from $250,000 to $275,000.

The amount shown in the “Salary”

column reflects the total salary earned by Mr.

Phadke during the fiscal year ended December 31, 2025 at both salary rates and pro-rated

from his starting date.

On February 25, 2026, we

terminated the employment of Mr.

Phadke as our Chief Financial Officer, effective immediately.

to Summary Compensation Table

Agreements with Executive Officers

Agreement with Giri Devanur

entered into an initial employment agreement with Giri Devanur on September 1, 2021, pursuant to which he acted as the Company’s

Chief Executive Officer until his agreement was terminated by either Mr.

Devanur or us.

On April 11, 2023, we entered into an updated

employment agreement with Mr.

Devanur, which provided for a base salary of $150,000.

His base salary was subsequently adjusted by the

compensation committee during the fiscal year to $250,000, in accordance with the terms of his updated employment agreement, which provided

that his base salary would be adjusted following a successful public offering resulting in gross proceeds to the Company of $8,000,000

or more, subject to the compensation committee’s approval.

to an amendment to his employment agreement dated February 1, 2024, Mr.

Devanur is entitled to receive additional compensation in the

form of a discretionary bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets to be

established by the compensation committee, which, if applicable, will be payable no later than two and a half months after the fiscal

year to which these performance targets relate to, and certain benefits such as unlimited vacation, health insurance and others.

this amendment also provided that Mr.

Devanur may receive equity awards pursuant to the 2022 Plan, including certain discretionary long-term

equity incentive awards, which are subject to certain performance criteria and metrics that will be established by the compensation committee,

including satisfying financial, operational and other metrics.

Devanur or the Company may terminate his employment agreement at any

time upon written notice to the other party, and it has a confidentiality provision and a non-compete for a period two years following

the termination of his employment.

Company further amended Mr.

Devanur’s employment agreement, pursuant to an amendment dated June 3, 2025, in connection with his

transition from Chief Executive Officer to Executive Chairman of the Board.

There were no changes to Mr.

Devanur’s compensation

as a result of the amendment.

In accordance with this amendment, Mr.

Devanur also remains eligible to receive certain equity awards pursuant

to the 2022 Plan, including under the STIP.

Agreement with Michael J.

Logozzo on February 21, 2021.

Pursuant to Mr.

Logozzo’s employment agreement, he would serve as the Company’s

Chief Financial Officer until his agreement is terminated by either Mr.

entered into an initial employment agreement with Michael J.

Logozzo on February 21, 2021, pursuant to which he served as the Company’s

Chief Financial Officer until his agreement was terminated by either Mr.

Logozzo or us.

By letter agreement, dated

April 11, 2023, we entered into an updated employment agreement with Mr.

Logozzo, which provides for a base salary of $140,000.

base salary was subsequently adjusted by the compensation committee on February 1, 2024 to $250,000, retroactive to January 1, 2024 pursuant

to the terms of his employment agreement, which provides that his base salary would be adjusted following a successful public offering

resulting in gross proceeds to the Company of $8,000,000 or more, subject to the compensation committee’s approval.

Moreover, pursuant to

an amendment to his employment agreement dated February 1, 2024, Mr.

Logozzo is entitled to additional compensation in the form of a discretionary

bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets to be established by the compensation

committee, which will be payable no later than two and a half months after the fiscal year to which these performance targets relate to,

and certain benefits such as unlimited vacation, health insurance and others.

Pursuant to the February 1, 2024 amendment to his employment

agreement, Mr.

Logozzo is also eligible to participate in the 2022 Plan, and may receive equity awards pursuant to the 2022 Plan and in

accordance to the Company’s LTI Awards, which LTI Awards are subject to certain performance criteria and metrics that will be established

by the compensation committee, including satisfying financial, operational and other metrics.

Logozzo or the Company may terminate

the updated employment agreement at any time upon written notice to the other party.

Logozzo’s employment agreement has a confidentiality

provision and a non-compete for a period of 2 years following the termination of his employment.

Employment Agreement with Piyush Phadke

entered into an employment offer letter with Mr.

Phadke effective as of January 30, 2025.

Pursuant to his employment offer letter, Mr.

Phadke is entitled to receive (i) an annual base salary of $250,000, which will be reviewed annually by the compensation committee and

may be increased by the compensation committee at any time for any reason, (ii) an annual cash incentive bonus in an amount equal to 66.7%

of his then base salary based on the achievement of certain performance targets to be established by the compensation committee, which

bonus will be payable no later than two and a half months after the fiscal year to which the performance targets relate to, and (iii)

certain other benefits such as unlimited vacation, health insurance and others.

Phadke is also eligible to participate in the Company’s

2022 Equity Incentive Plan (as amended from time to time, the “2022 Plan”), and may receive equity awards pursuant to the

2022 Plan, which equity awards may be subject to certain performance criteria and metrics that will be established by the compensation

committee at such time, including financial, operational and other metrics.

Phadke or the Company may terminate his employment offer

letter at any time upon written notice to the other party, and it contains customary confidentiality provisions, intellectual property

assignment provisions and a non-compete for a period of one year following the termination of his employment.

Employment Agreement with Jorge Aldecoa

We entered into an employment

agreement with Jorge Aldecoa on September 1, 2022.

Pursuant to Mr.

Aldecoa’s employment agreement, he served as our Chief Operating

Officer until his termination, which was effective as of February 27, 2025.

By letter agreement, dated

April 11, 2023, we entered into an updated employment agreement with Mr.

Aldecoa, which provided for a base salary of $200,000.

base salary was subsequently adjusted by the compensation committee on February 1, 2024 to $215,000, retroactive to January 1, 2024 pursuant

to the terms of his employment agreement, which provides that his base salary would be adjusted following a successful public offering

resulting in gross proceeds to the Company of $8,000,000 or more, subject to the compensation committee’s approval.

Moreover, pursuant to an amendment

to his employment agreement dated February 1, 2024, Mr.

Aldecoa was entitled to additional compensation in the form of a discretionary

bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets established by the compensation

committee, which was payable no later than two and a half months after the fiscal year to which these performance targets relate to, and

certain benefits such as unlimited vacation, health insurance and others.

Pursuant to the February 1, 2024, amendment to his employment

agreement, Mr.

Aldecoa was also eligible to participate in the 2022 Plan to receive equity awards pursuant to the 2022 Plan and in accordance

to the Company’s LTI Awards, which LTI Awards are subject to certain performance criteria and metrics established by the compensation

Logozzo, which provided for a base salary of $140,000.

base salary was subsequently adjusted by the compensation committee during the fiscal year 2024 to $250,000, in accordance with the terms

of his updated employment agreement, which provided that his base salary would be adjusted following a successful public offering resulting

in gross proceeds to the Company of $8,000,000 or more, subject to the compensation committee’s approval.

to an amendment to his employment agreement dated February 1, 2024, Mr.

Logozzo is entitled to receive additional compensation in the

form of a discretionary bonuses of up to 66.7% of his then base salary based on the achievement of certain performance targets to be

established by the compensation committee, which, if applicable, will be payable no later than two and a half months after the fiscal

year to which these performance targets relate to, and certain benefits such as unlimited vacation, health insurance and others.

this amendment also provided that Mr.

Logozzo was eligible to receive equity awards pursuant to the 2022 Plan, including certain discretionary

long-term equity incentive awards, which are subject to certain performance criteria and metrics that will be established by the compensation

committee, including satisfying financial, operational and other metrics.

Aldecoa’s updated employment agreement could be terminated

by him or us at any time upon written notice to the other party.

Aldecoa’s employment agreement had a confidentiality provision

and a non-compete for a period of 2 years following the termination of his employment.

connection with his termination, the Company and Mr.

Aldecoa entered

into a separation agreement, dated March 27, 2025, which contained a general release of claims, customary confidentiality and non-disparagement

provisions and provided for a severance cash payment in the amount of $36,667, subject to applicable payroll deductions, payable in two

equal monthly installments beginning on April 4, 2025.

Outstanding Equity Awards at December 31,

have no outstanding equity awards as of December 31, 2024.

Equity Incentive Plan

maintain the 2022 Plan, under which we may grant awards to our employees, officers and directors and certain other service providers.

The compensation committee of our board of directors administers the 2022 Plan.

The 2022 Plan permits grants of awards to eligible employees,

consultants and other service providers.

The aggregate number of shares of common stock that may be issued under the 2022 Plan may not

exceed 4,000,000 shares of common stock.

All of our current employees, consultants and other service providers are eligible to be granted

awards under the 2022 Plan.

Eligibility for awards under the 2022 Plan is determined by the board of directors at its discretion.

The 2022 Plan permits the

discretionary award of incentive stock options (“ISOs”), non-statutory stock options (“NQSOs”), stock awards (which

may have varying vesting schedules and be subject to lock-up periods at the board of directors’ discretion) and other equity awards

to selected participants.

Unless sooner terminated, no ISO may be granted under the 2022 Plan on or after the 10 th anniversary

of the Effective Date (as defined in the 2022 Plan).

The compensation committee

has the sole discretion in setting the vesting period and, if applicable, exercise schedule of an award, determining that an award may

not vest for a specified period after it is granted and accelerating the vesting period of an award.

The plan administrator determines

the exercise or purchase price of each award, to the extent applicable.

The 2022 Plan does not allow for the assignment, transfer or exercise

of awards other than by will or the laws of descent and distribution.

Unless otherwise provided

by the participant’s Option Award Agreement or Stock Award Agreement (as both terms are defined in the 2022 Plan) issued pursuant

to the 2022 Plan, upon the participant’s termination for any reason, including but not limited to death, Disability (as defined

in the 2022 Plan), voluntary termination nor involuntary termination with or without Cause (as defined in the 2022 Plan), all unvested

equity awards in the form of options or shares shall be forfeited.

Vested options, unless otherwise provided, will remain exercisable

for three (3) months following termination of the participant if such termination is for any reason other than death, Disability or termination

In case the participant’s separation from service is due to death or Disability, then the vested options will be exercisable

for a period of twelve (12) months thereafter.

In case the participant’s termination is for Cause, the participant will immediately

forfeit any and all options issued to such participant under the 2022 Plan.

The 2022 Plan also provides

the Company with a right of repurchase all or portion of the shares awarded to the participant under the 2022 Plan, which may be exercised

in case a participant separates from service for any reason, at a price equal to the fair market value, as determined by the board of

In the event of a Change in Control (as defined in the 2022 Plan), the board of directors will have the sole discretion to

address the treatment of a participant’s unvested awards in connection with such Change in Control in the participant’s award

The board of directors may

modify, amend or terminate the plan at any time, provided that no such modification, amendment or termination of the 2022 Plan materially

affects the rights of a participant under a previously granted award without that participant’s consent.

Further, the board of directors

cannot, without the approval of the Company’s stockholders, amend this plan:

(i) increase the number of common stock with respect

to the ISOs that may be granted under the 2022 Plan;

(ii) make any changes in the class of employees eligible to receive the ISOs under

(iii) without stockholder approval if required by applicable law.

On June 3, 2025, we further amended Mr.

Logozzo’s employment

agreement to reflect his position as Chief Executive Officer.

There were no changes to Mr.

Logozzo’s compensation as a result of

this amendment.

Logozzo’s employment agreement was then amended and restated in its entirety on September 25, 2025 following the compensation committee’s

approval of certain salary increases at the Company.

Pursuant to this amended and restated agreement, Mr.

Logozzo’s annual base

salary was increased to $300,000 and Mr.

Logozzo remained eligible to receive a discretionary bonus of up to 66.7% of his base salary

and equity awards pursuant to the terms of the 2022 Plan, including under the STIP, each as further described above.

compensation will be reviewed annually by the compensation committee and may be increased by the compensation committee at any time for

Logozzo or the Company may terminate the amended and restated employment agreement at any time upon written notice to the other party.

Logozzo’s employment agreement has a confidentiality provision and a non-compete for a period of two years following the termination

of his employment.

Agreement with Piyush Phadke

entered into an employment offer letter with Mr.

Phadke effective as of January 30, 2025, which provided for a base salary of $250,000.

Pursuant to this employment offer letter, he served as the Company’s Chief Financial Officer until his termination, which was effective

as of February 25, 2026.

Phadke’s employment offer letter was amended and restated in its entirety on September 25, 2025 following the compensation committee’s

approval of certain salary increases at the Company.

Pursuant to this amended and restated agreement, Mr.

Phadke’s position was

not changed and he is entitled to receive (i) an annual base salary of $275,000, (ii) an annual cash incentive bonus in an amount equal

to 66.7% of his then base salary based on the achievement of certain performance targets to be established by the compensation committee,

which bonus will be payable no later than two and a half months after the fiscal year to which the performance targets relate to, and

(iii) certain other benefits such as unlimited vacation, health insurance and others.

Phadke is also eligible to receive equity awards

pursuant to the 2022 Plan (and the STIP), which equity awards may be subject to certain performance criteria and metrics that will be

established by the compensation committee at such time, including financial, operational and other metrics.

Phadke’s compensation

will be reviewed annually by the compensation committee and may be increased by the compensation committee at any time for any reason.

Company intends to enter into a separation agreement with Mr.

Phadke in connection with the termination of his employment.

Short Term Incentive Plan

February 4, 2025, the compensation committee approved our 2025 Short-Term Incentive Plan (the “STIP”), which provides for

quarterly awards of performance-based restricted stock units (the “Awards”) granted under the 2022 Plan, a successor or replacement

plan, or outside of an equity incentive plan, as determined by the compensation committee, in its discretion, to be granted to our executive

officers and/or other participating employees and consultants selected by the compensation committee.

The compensation committee established

the STIP to drive revenue growth and profitability, help focus key employees on building stockholder value, provide significant award

potential for achieving outstanding performance, and enhance our ability to attract and retain highly talented individuals.

February 4, 2025, the compensation committee approved the STIP, which provides for quarterly awards of performance-based RSUs (the “Awards”)

granted under the 2022 Plan, a successor or replacement plan, or outside of an equity incentive plan, as determined by the compensation

committee, in its discretion, to be granted to our executive officers and/or other participating employees and consultants selected by

the compensation committee.

The compensation committee established the STIP to drive revenue growth and profitability, help focus key

employees on building stockholder value, provide significant award potential for achieving outstanding performance, and enhance our ability

to attract and retain highly talented individuals.

the STIP, participants may earn Awards based on our achievement of certain pre-determined quarterly performance targets for three different

14 unchanged sentences

Further, the percentage of the participant’s base salary that will

be used in determining the Awards, if any, will also be set by the compensation committee at the beginning of each fiscal year based on

the participant’s position with the Company.

be used in determining the Awards, if any, will also be set by the compensation committee at the beginning of each fiscal year based

on the participant’s position with the Company.

each fiscal quarter, the Awards earned by each participant for each performance target category will be equal to the percentage of the

1 unchanged sentence

for such performance target category for the fiscal quarter, up to a maximum of 500% of the participant’s Target Award.

participant, the “Target Award” for a particular performance target category for a given fiscal quarter will be equal to the

applicable percentage of the participant’s base salary used to determine the Awards for such participant multiplied by (i) the weight

of such performance target category and (ii) the participant’s base salary for the applicable fiscal quarter.

participant, the “Target Award” for a particular performance target category for a given fiscal quarter will be equal to

the applicable percentage of the participant’s base salary used to determine the Awards for such participant multiplied by (i)

the weight of such performance target category and (ii) the participant’s base salary for the applicable fiscal quarter.

value of each quarterly installment of these RSU awards were estimated on the date of grant based on the value of our common stock in

accordance with ASC 718.

Awards earned in a fiscal quarter, if any, will vest as follows:

3 unchanged sentences

24 months from the date of grant.

The date of grant of the Awards for a given fiscal quarter will be 30 calendar days after the last calendar

day of such fiscal quarter, on the terms and subject to the conditions of the STIP.

The vesting of the Awards is subject to the participant’s

compliance with the terms of the STIP, including, among other things, the participant’s continued service to the Company (or an

affiliate) in accordance with the terms of the participant’s employment agreement through each applicable vesting date.

The date of grant of the Awards for a given fiscal quarter will be 30 calendar days after the last

calendar day of such fiscal quarter, on the terms and subject to the conditions of the STIP.

The vesting of the Awards is subject to

the participant’s compliance with the terms of the STIP, including, among other things, the participant’s continued service

to the Company (or an affiliate) in accordance with the terms of the participant’s employment agreement through each applicable

vesting date.

believe that the Awards will further align our executive officers’ and other participating employees’ interests with those

2 unchanged sentences

(as defined below).

Director Compensation

The following table presents the total compensation earned and/or paid

to non-employee and employee member directors of our board of directors during the year ended December 31, 2024.

Our non-executive directors

are entitled to an annual compensation of $25,000, payable in cash in quarterly installments of $6,250, plus reimbursements for reasonable

travel expenses, and out-of-pocket costs incurred in attending meetings of our board of directors or events attended on our behalf.

Additionally,

Angelis and Swaminathan each received $50,000 as additional compensation for services as a non-executive director during the fiscal

year ended December 31, 2024.

The amounts represented in the “Stock Awards” column reflects the grant date fair value of the

shares of common stock issued to Messrs.

Angelis and Swaminathan, were computed in accordance with ASC 718, Compensation - Stock Compensation

(“ASC 718”), and do not necessarily equate to the income that will ultimately be realized by such directors for such awards.

Giri Devanur, our chief

executive officer, president and member of the board of directors, received a total of $25,000 for his service as a member of our board

of directors during the period presented below.

Devanur’s total compensation for service as an employee and as a member of our

board of directors is presented under the heading “Summary Compensation Table” above.

Stock Unit Awards

April 28, 2025, in connection with the compensation committee’s review of our overall compensation structure and peer group compensation

practices, it approved the grant of quarterly RSU awards to our executive officers and/or other eligible participants under the 2022

Plan as additional compensation for services rendered and/or to be rendered to us in the amount of $62,500 per quarter for each of our

executive officers.

The fair value of each quarterly installment of these RSU awards were estimated on the date of grant based on the

value of our common stock in accordance with ASC 718.

RSU awards earned in a fiscal quarter vest as follows:

(i) 50% will vest on the date that is 12 months from the date of grant, (ii) 12.5%

will vest on the date that is 15 months from the date of grant, (iii) 12.5% will vest on the date that is 18 months from the date of

grant, (iv) 12.5% will vest on the date that is 21 months from the date of grant and (v) 12.5% will vest on the date that is 24 months

from the date of grant.

The date of grant of the Awards for a given fiscal quarter will be 30 calendar days after the last calendar day

of such fiscal quarter, on the terms and subject to the conditions of the STIP.

The vesting of the Awards is subject to the participant’s

compliance with the terms of the STIP, including, among other things, the participant’s continued service to the Company (or an

affiliate) in accordance with the terms of the participant’s employment agreement through each applicable vesting date.

Incentive Plan

maintain the 2022 Plan, under which we may grant awards to eligible employees, officers and directors and certain other service providers.

The compensation committee of our Board administers the 2022 Plan and determines eligibility for awards at its discretion.

The aggregate

number of shares of common stock that may be issued under the 2022 Plan may not exceed 15,957,189 shares of common stock.

on October 15, 2025, the 2022 Plan allows for an automatic annual increase in the number of shares reserved under the 2022 Plan in an

amount equal to the lesser of:

(A) ten percent (10%) of the total number of shares of common stock issued and outstanding on October

14 of such year or (B) 15,000,000 shares of common stock;

provided, that the Board may decide by October 15 of such year to provide that

there shall be no increase in the shares of common stock available for issuance under the 2022 Plan for such fiscal year or that the

increase shall be a lesser number of shares of common stock than otherwise provided under the automatic annual increase provision.

2022 Plan permits the discretionary award of incentive stock options (“ISOs”), non-statutory stock options, stock awards

(which may have varying vesting schedules and be subject to lock-up periods at the Board’ discretion) and other equity awards to

selected participants.

Unless sooner terminated, no ISO may be granted under the 2022 Plan on or after the 10 th anniversary

of the Effective Date (as defined in the 2022 Plan).

compensation committee has the sole discretion in setting the vesting period and, if applicable, exercise schedule of an award, determining

that an award may not vest for a specified period after it is granted and accelerating the vesting period of an award.

The plan administrator

determines the exercise or purchase price of each award, to the extent applicable.

The 2022 Plan does not allow for the assignment, transfer

or exercise of awards other than by will or the laws of descent and distribution.

otherwise provided by the participant’s Option Award Agreement or Stock Award Agreement (as both terms are defined in the 2022

Plan) issued pursuant to the 2022 Plan, upon the participant’s termination for any reason, including but not limited to death,

Disability (as defined in the 2022 Plan), voluntary termination nor involuntary termination with or without Cause (as defined in the

2022 Plan), all unvested equity awards in the form of options or shares shall be forfeited.

Vested options, unless otherwise provided,

will remain exercisable for three (3) months following termination of the participant if such termination is for any reason other than

death, Disability or termination for Cause.

In case the participant’s separation from service is due to death or Disability, then

the vested options will be exercisable for a period of twelve (12) months thereafter.

In case the participant’s termination is

for Cause, the participant will immediately forfeit any and all options issued to such participant under the 2022 Plan.

2022 Plan also provides the Company with a right of repurchase all or portion of the shares awarded to the participant under the 2022

Plan, which may be exercised in case a participant separates from service for any reason, at a price equal to the fair market value,

as determined by the Board.

In the event of a Change in Control (as defined in the 2022 Plan), the Board will have the sole discretion

to address the treatment of a participant’s unvested awards in connection with such Change in Control in the participant’s

award agreement.

Board may modify, amend or terminate the plan at any time, provided that no such modification, amendment or termination of the 2022 Plan

materially affects the rights of a participant under a previously granted award without that participant’s consent.

Board cannot, without the approval of the Company’s stockholders, amend this plan:

(i) increase the number of common stock with

respect to the ISOs that may be granted under the 2022 Plan;

(ii) make any changes in the class of employees eligible to receive the

ISOs under the plan;

(iii) without stockholder approval if required by applicable law.

Equity Awards at December 31, 2025

following table provides information on outstanding equity awards as of December 31, 2025 to our named executive officers:

shares or units of

stock that have

not vested (#) (1)

shares or units of

stock that have

not vested ($) (2)

unearned shares,

units or other

rights that have

not vested (#)

payout value of

unearned shares,

units or other

rights that have

not vested ($)

Giri Devanur (3)

Piyush Phadke (5)

Represents the aggregate

number of shares of common stock underlying RSUs granted for services rendered as an executive officer of the Company during the

fiscal year ended December 31, 2025, and pursuant to the terms and conditions of the STIP based on achievement of certain performance

criteria established by the compensation committee, as adjusted from time to time, that have not vested.

These RSUs were issued in

quarterly installments pursuant to the 2022 Plan, and each quarterly grant of RSU has the following vesting schedule:

vest on the date that is 12 months from the date of grant and (ii) the remaining 50% will vest in four equal installments over the

next 12-month period thereafter.

The amounts in this column have been rounded to the nearest dollar.

Devanur was granted

an aggregate of 992,522 RSUs for services rendered as an executive officer of the Company during the fiscal year ended December 31,

2025 and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by the

compensation committee, as adjusted from time to time.

Logozzo was granted

an aggregate of 1,011,060 RSUs for services rendered as an executive officer of the Company during the fiscal year ended December

31, 2025 and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by

the compensation committee, as adjusted from time to time.

Phadke was granted

an aggregate of 1,057,939 RSUs for services rendered as an executive officer of the Company during the fiscal year ended December

31, 2025 and pursuant to the terms and conditions of the STIP based on achievement of certain performance criteria established by

the compensation committee, as adjusted from time to time.

have adopted a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under

Nasdaq rules (the “Clawback Policy”).

Under the Clawback Policy, in the event of certain accounting restatements, we will

be required to recover erroneously received incentive-based compensation from our executive officers representing the excess of the amount

actually received over the amount that would have been received had the financial statements been correct in the first instance.

compensation committee has discretion to make certain exceptions to the clawback requirements (when permitted by Nasdaq rules) and ultimately

determine whether any adjustment will be made under the Clawback Policy.

following table presents the total compensation earned and/or paid to non-employee and employee member directors of our Board during

the year ended December 31, 2025.

August 2025, our non-executive directors were entitled to an annual compensation of $25,000, payable in cash in quarterly installments

of $6,250, plus reimbursements for reasonable travel expenses, and out-of-pocket costs incurred in attending meetings of our Board or

events attended on our behalf.

In August 2025, the compensation committee recommended and the Board approved a modification to our director

compensation policy entitling directors to receive annual compensation of $25,000 in the form of shares of common stock instead of cash,

which shares will be issued pursuant to the 2022 Plan.

These shares of common stock will be issued in quarterly installments on January

30, April 30, July 30 and October 30 of each fiscal year, with the number of shares of common stock to be issued quarterly to be determined

based on and equal to the quotient of (i) the dollar amount payable per quarter to each of the members of the Board, or $6,250 quarterly,

divided by (ii) the 10-day VWAP of the closing price of the common stock, as reported on Nasdaq, on the grant date of such shares of

common stock.

The amounts represented in the “Stock Awards” column reflects the grant

date fair value of the shares of common stock granted pursuant to our current director compensation policy computed in accordance with

ASC 718 and do not necessarily equate to the income that will ultimately be realized by the directors for such awards.

Devanur, who served

as our Chief Executive Officer and Chairman of the Board until June 2025 and as Executive Chairman of the Board following June 2025,

received a total of $25,000 for his service as a member of our Board during the period presented below.

Devanur’s total

compensation for service as an employee, executive officer and as a member of our Board in all capacities is presented under the

heading “Summary Compensation Table” above.

December 31, 2025

1 unchanged sentence

December 31, 2025

Brian Cole (3)

December 31, 2025

3 unchanged sentences

December 31, 2025

Clawback Policy

We have adopted a compensation

recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq rules (the “Clawback

Under the Clawback Policy, in the event of certain accounting restatements, we will be required to recover erroneously

received incentive-based compensation from our executive officers representing the excess of the amount actually received over the amount

that would have been received had the financial statements been correct in the first instance.

The compensation committee has discretion

to make certain exceptions to the clawback requirements (when permitted by Nasdaq rules) and ultimately determine whether any adjustment

will be made under the Clawback Policy.

Policies and Practices Related to the Grant of Certain Equity Awards

We currently have no specific policy or practice

on the timing of stock options, stock-appreciation rights or similar option-like instruments, in relation to the disclosure of material

nonpublic information by us.

During the years ended December 31, 2024 and 2023, we did not award any such equity instruments to our executive

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our common stock by (i) each stockholder known by us to be

the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) each of our named executive

officers and (iv) all of our directors and executive officers as a group.

Unless otherwise indicated, the address of each executive officer

and director is c/o reAlpha Tech Corp.

Amounts reflect the aggregate

grant date fair value of the shares of common stock granted and/or earned for services as a member of our Board in the fiscal year

ended December 31, 2025, in accordance with our director compensation policy, computed in accordance with ASC 718.

This amount does

not reflect the actual economic value that may be realized by the director.

Represents the common stock

award issued on January 30, 2026 for services rendered as a member of the Board for the quarter ended December 31, 2025.

resigned from the Board, effective February 4, 2026 and February 5, 2026 respectively.

and Practices Related to the Grant of Certain Equity Awards

currently have no specific policy or practice on the timing of equity awards, including stock options, stock-appreciation rights or similar

option-like instruments, in relation to the disclosure of material nonpublic information by us.

Equity award grants generally are made

to the executive officers on a quarterly basis according to a predetermined schedule, and may be subject to certain performance criteria

that are established by the compensation committee at the beginning of each fiscal year, as adjusted from time to time.

The compensation

committee does not take material nonpublic information into account when determining the timing and terms of such awards.

timed the disclosure of material nonpublic information to affect the value of executive compensation.

During the year ended December

31, 2025, we did not award any stock options, stock-appreciation rights or similar option-like instruments to our executive officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our capital stock for (i) each stockholder known by us to

be the beneficial owner of more than 5% of our outstanding shares of common stock or Series A Preferred Stock, (ii) each of our directors,

(iii) each of our named executive officers and (iv) all of our directors and executive officers as a group.

Unless otherwise indicated,

the address of each executive officer and director is c/o reAlpha Tech Corp.

at 6515 Longshore Loop, Suite 100, Dublin, OH 43017.

Applicable percentage ownership is based on

46,230,934 shares of common stock outstanding at March 24, 2025.

percentage ownership is based on 131,852,546 shares of common stock and 250,000 shares of our Series A Preferred Stock outstanding at

March 11, 2026.

number of shares of common stock beneficially owned by each stockholder is determined under rules issued by the SEC regarding the beneficial

5 unchanged sentences

days after the date hereof.

Name of Beneficial Owner

Preferred Convertible

and Address of Beneficial Owner (1)

Percentage of

Directors and Executive Officers

Monaz Karkaria

Dimitrios Angelis

Balaji Swaminathan

Percentage of

Capital Stock

and Executive Officers

Prabhu Antony

Piyush Phadke (4)

Jorge Aldecoa

All current executive officers and directors as a group (7 persons) (2)

than one percent of outstanding shares.

With the exception of the securities beneficially owned by our current executive officers and directors and their affiliates, the ownership of the shares of common stock listed above were determined using public records.

These amounts are based upon information available to us as of the date of this filing.

Excludes Jorge Aldecoa, our former Chief Product Officer, and includes Piyush Phadke, our current Chief Financial Officer.

Securities Authorized for Issuance under

Equity Compensation Plans

The following table provides

information as of December 31, 2024, regarding the 2022 Plan, our only active equity compensation plan, which was adopted by our board

of directors and stockholders prior to our common stock being listed on Nasdaq.

executive officers and directors as a group (5)

or More Stockholders

Media Capital LP (6)

Less than one percent of

outstanding shares.

With the exception of the

securities beneficially owned by our current executive officers and directors and their affiliates, the ownership of the shares of

common stock listed above were determined using public records.

These amounts are based upon information available to us as of the

date of this filing.

Includes (i) 24,952,188

shares of common stock held directly by Mr.

Devanur, (ii) 2,700,000 shares of common stock held by Giri Devanur Holdings LLC and

(iii) 178,596 shares of common stock underlying RSUs that are expected to vest on or prior to May 4, 2026.

the managing member of Giri Devanur Holdings LLC and he has sole voting and investment power with respect to those shares of common

Includes (i) 2,199,938

shares held directly by Mr.

Logozzo and (ii) 159,710 shares of common stock underlying RSUs that are expected to vest on or prior

to May 4, 2026, and excludes 851,350 shares of common stock underlying

RSUs that are not expected to vest on or prior to May 4, 2026.

On February 25, 2026, we terminated the employment of Mr.

our Chief Financial Officer, effective immediately.

Beneficial ownership included in the table above is as of his last date of employment.

Excludes Piyush Phadke,

our former Chief Financial Officer, and includes Thomas J.

Kutzman Jr., our current Chief Financial Officer.

Consists of 256,125 shares of Series A Preferred Stock held by Mercurius Media Capital LP, a Delaware limited partnership (“MMC”).

Mercurius Media Holdings LLC, a Delaware limited liability company, serves as the general partner of Mercurius Media Capital LP and exercises sole voting and dispositive power over such shares.

The principal business address of MMC is 100 Marine Parkway, Suite 175, Redwood City, CA 94065.

Authorized for Issuance under Equity Compensation Plans

following table provides information as of December 31, 2025, regarding the 2022 Plan, our only active equity compensation plan, which

was adopted by our Board and stockholders prior to our common stock being listed on Nasdaq.

See “Item 11.

Executive Compensation – Equity

Incentive Plan” and “Note 14 – Stockholders’ Equity (Deficit)” for more information on the 2022 Plan.

of December 31, 2024, we have not issued any restricted stock awards, options, warrants or rights under the 2022 Plan.

Number of securities to be issued upon

exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan Category

Equity compensation plans approved by stockholders

Executive Compensation

- Equity Incentive Plan” and “Note 14 - Stockholders’ Equity” for more information on the 2022 Plan.

securities to be

options, warrants

average exercise price of

outstanding options,

warrants and rights

securities remaining

available for future issuance under

equity compensation plans

(excluding securities reflected in

Equity compensation plans approved

by stockholders (1)

4,841,602 (2)

Equity compensation plan not approved by stockholders

(1) Consists of shares of common stock available for issuance

under the 2022 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

Related Party Transactions

Except as disclosed herein,

no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material

interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2022, in which the amount involved in the transaction

exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at the year-end for the last two completed fiscal

December 31, 2022, the Company entered into that certain Membership Interest Purchase Agreement, dated as of December 31, 2022, which

was amended pursuant to a First Side Letter Amendment on March 11, 2023 and subsequently a Second Side Letter Amendment, effective as

of May 17, 2023 (as amended, the “myAlphie Agreement”), between us and Turnit Holdings, LLC, an Ohio limited liability company

(the “Buyer”).

The Buyer was an indirect subsidiary of Crawford Hoying, which is owned and partially controlled by Brent Crawford,

former chairman of the Company’s board of directors and – at the time – more than 5% beneficial ownership of the Company’s

common stock.

The myAlphie Agreement provided for the Buyer’s acquisition of all the issued and outstanding membership interests

of myAlphie, LLC, subsequent to its conversion from a Delaware corporation to a Delaware limited liability company.

to the execution of the myAlphie Agreement and pursuant to our short-form merger in accordance with Section 253 of the DGCL, we held myAlphie

LLC as a subsidiary, along with (a) all its technology and intellectual property, and (b) two on-demand promissory notes in the amounts

of $975,000 and $4,875,000 payable to CH REAlpha Investments, LLC, and CH REAlpha Investments II, LLC, respectively (together, the “Promissory

CH REAlpha Investments, LLC, and CH REAlpha Investments II, LLC are also managed by Mr.

Upon closing of the myAlphie

Agreement (a) the Company sold all of its interests in myAlphie LLC, and (b) the Buyer assumed the Company’s remaining liabilities

and outstanding obligations under the Promissory Notes.

Policy for Approval

of Related Party Transactions

Our board of directors has

adopted a related-person transaction policy that sets forth our procedures for the identification, review, consideration and approval

or ratification for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds

$120,000 and one of our executive officers, directors, director nominees or each person whom we know to beneficially own more than 5%

of our outstanding shares of common stock (a “5% stockholder”) (or their immediate family members), each of whom we refer

to as a “related person,” has a direct or indirect material interest.

If a related person proposes

to enter into such a transaction, arrangement or relationship, which we refer to as a “related-person transaction,” the related

person must report the proposed related-person transaction to the Company’s general counsel.

The policy calls for the proposed related-person

transaction to be reviewed by and if deemed appropriate approved by, the audit committee of our board of directors after full disclosure

of the related-person interest in the transaction.

Whenever practicable, the reporting, review and approval will occur prior to entry

into the transaction.

If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify

the related-person transaction.

The policy also permits the chair of the audit committee to review, and if deemed appropriate approve,

proposed related-person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its

next meeting.

Any related-person transactions that are ongoing in nature will be reviewed annually.

10,720,841 (3)

Equity compensation

plan not approved by stockholders

4,841,602 (2)

The 2022 Plan provides that the

number of shares of common stock issuable thereunder increases annually by an amount equal the lesser of:

(A) ten percent (10%)

of the total number of shares of common stock issued and outstanding on October 14 of such year or (B) 15,000,000 shares of common stock;

provided, that the Board may decide by October 15 of such year to provide that there shall be no increase in the shares of common stock

available for issuance under the 2022 Plan for such fiscal year or that the increase shall be a lesser number of shares of common stock

than otherwise provided under the automatic annual increase provision.

On October 15, 2025, the number of shares of common stock available

for issuance under the 2022 Plan automatically increased by 11,957,189 shares of common stock pursuant to this provision.

Represents the number of

shares of common stock underlying outstanding RSUs under the 2022 Plan.

Consists of shares of common

stock available for issuance under the 2022 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Party Transactions

as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member

thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2024, in which the

amount involved in the transaction exceeds the lesser of $120,000 or one percent (1%) of the average of our total assets at the year-end

for the last two completed fiscal years.

Easy Capital Pte.

the year ended December 31, 2024, AiChat, a subsidiary of the Company, utilized its invoice financing arrangement with Sea Easy Capital

(“SEA”), pursuant to which AiChat financed certain invoices (as defined below) through SEA’s online platform (the

“SEA platform”).

SEA is a Singapore-based entity that the spouse of Mr.

Swaminathan, a member of our Board, controls by virtue

of her ownership or control of a majority (51%) of the capital stock of SEA.

Swaminathan also serves on the advisory board of SEA.

These financings through the SEA platform were entered into on terms consistent with those offered to unrelated third-parties.

SEA platform allows AiChat to act as an account receivable invoice seller, under which AiChat is able to upload account receivable invoices

(each, an “invoice”) from time to time to the SEA platform for approval by SEA, with each such invoice denoting a dollar

amount to be payable by AiChat in accordance with the SEA platform’s terms and conditions (the “terms and conditions”),

subject to limits, if any, imposed by SEA on the aggregate value of invoices AiChat may upload and offer for sale.

Upon approval, these

invoices can be purchased at a discount to its face value based on the payable amounts thereunder (the “invoice purchase price”),

by SEA or an authorized third-party (collectively, the “purchasers”) through the SEA platform in accordance with the terms

and conditions.

After such purchase, the purchaser becomes obligated to fund such invoice purchase price to AiChat directly in the form

of a loan (each, a “loan”), minus any fees or interests payable thereunder, and all rights, title and interest in such invoice

are assigned to such purchaser at the time of the purchase.

Once an invoice is purchased, AiChat provides notice to the customer to which

the invoice relates to with the payment instructions to direct such customer to send funds to a designated payment account in order to

repay for the loans.

loans bore a fixed interest rate of 16.5% per annum, and were each payable to the purchaser 89 to 120 days after the date of the respective

Additionally, in accordance with the terms and conditions of the loan, to the extent AiChat defaulted, or was deemed to have defaulted

on the loans, on and at any time after the occurrence of such default, the purchaser would be entitled to:

(i) request the immediate

repurchase by AiChat of the applicable invoice and amounts thereunder, (ii) suspend SEA platform access, (iii) declare that any fees

and all other amounts accrued or outstanding under the loans be immediately due and payable and/or (iv) take any other actions, including

legal action, to recover such amounts due and payable.

If AiChat failed to repurchase the applicable invoice upon written demand by the

relevant purchaser, then AiChat would have been liable to such purchaser for an amount equal to the outstanding amounts under the invoice,

minus any paid amounts by AiChat, plus a default interest rate of 10% and liquidated damages.

Further, if AiChat failed

to pay any amounts outstanding under the loans when due, and such failure to pay continued beyond any grace period provided by SEA, AiChat

would be required to pay a default interest rate on such outstanding amounts from the expiration of the grace period provided, if any,

of 10%, or any other default interest rate determined by the purchaser, until the date of full payment.

AiChat and the purchaser were

each permitted to terminate any loan documents by giving written notice of at least 30 days to the other;

provided, that any and all

outstanding amounts were fully paid prior to such termination.

The terms and conditions further provided for representations and warranties

for any user of the SEA platform, including a limitation of liability for SEA and its affiliates, indemnification of such parties by

the user of the SEA platform, confidentiality provisions amongst other provisions.

October 21, 2025, the Company fully repaid the outstanding balance of loans to AiChat under SEA’s financing arrangement and as

of such date, there are no loans outstanding between AiChat and SEA.

The total amount repaid was approximately $126,946, which consisted

of $121,693 in principal and $5,253 in accrued interest.

Employment Relationship

Company currently employs Gerard Payton Cuddy Jr., the son-in-law of Mr.

Swaminathan, a member of our Board, in a non-executive role

in our marketing team.

Cuddy entered into an employment agreement with the Company, effective as of March 9, 2026, that provides

for an annual salary of $125,000 and as well as certain standard employee benefits, such as 401(k) matching by the Company.

In accordance

with our standard compensation practices, Mr.

Cuddy is also eligible to receive (i) an annual bonus, subject to the compensation committee’s

discretion, and (ii) equity awards under the 2022 Plan, subject to compensation committee approval.

Cuddy’s compensation was

established in accordance with compensation practices applicable to employees with comparable qualifications and responsibilities and

holding similar positions and without the involvement of Mr.

for Approval of Related Party Transactions

Our Board has adopted a related-person transaction policy that sets

forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction, arrangement

or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director

nominees or each person whom we know to beneficially own more than 5% of our outstanding shares of common stock (a “5% stockholder”)

(or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

To identify related party transactions in advance, we rely on information supplied by our executive officers, directors and certain significant

stockholders.

If a related person proposes to enter into such a transaction, arrangement

or relationship, which we refer to as a “related-person transaction,” the related person must report the proposed related-person

transaction to the Company.

The policy calls for the proposed related-person transaction to be reviewed by and if deemed appropriate approved

by, the audit committee of our Board after full disclosure of the related-person interest in the transaction.

Whenever practicable, the

reporting, review and approval will occur prior to entry into the transaction.

If advance review and approval is not practicable, the

audit committee will review and, in its discretion, may ratify the related-person transaction.

The policy also permits the chair of the

audit committee to review, and if deemed appropriate approve, proposed related-person transactions that arise between audit committee

meetings, subject to ratification by the audit committee at its next meeting.

Any related-person transactions that are ongoing in nature

will be reviewed annually.

related-person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee

after full disclosure of the related person’s interest in the transaction.

As appropriate for the circumstances, the committee will

review and consider:

related person’s interest in the related-person transaction;

approximate dollar amount involved in the related-person transaction;

the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose of, and the potential benefits to us of, the related-person transaction;

any other information regarding the related-person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

As appropriate for the circumstances, the committee

will review and consider:

the related person’s

interest in the related-person transaction;

the approximate dollar

amount involved in the related-person transaction;

approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or

the transaction was undertaken in the ordinary course of our business;

the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third-party;

purpose of, and the potential benefits to us of, the related-person transaction;

other information regarding the related-person transaction or the related person in the context of the proposed transaction that

would be material to investors in light of the circumstances of the particular transaction.

audit committee may approve or ratify the transaction only if the audit committee determines that, under all of the circumstances, the

3 unchanged sentences

policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee

of our board of directors in the manner specified in its charter.

Director Independence

Our common stock is listed

on Nasdaq under the symbol “AIRE”.

Subject to the controlled company exemption described above, the listing rules of Nasdaq

generally require that a majority of the members of a listed company’s board of directors be independent.

In addition, the listing

rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and governance

committees be independent subject to the controlled company exemptions described above, as applicable to the compensation and governance

Audit committee members must

also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes

of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit

committee, the board of directors, or any other board committee:

accept, directly or indirectly, any consulting, advisory, or other compensatory

fee from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors undertook

a review of its composition, the composition of its committees and the independence of our directors and considered whether any director

has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her

responsibilities.

Based upon information requested from and provided by each non-employee director concerning his or her background,

employment and affiliations, including family relationships, our board of directors has determined that none of our directors have relationships

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these

directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under

the Exchange Act.

Only Monaz Karkaria and Giri Devanur are not independent under Nasdaq’s independence standards.

of our Board in the manner specified in its charter.

common stock is listed on Nasdaq under the symbol “AIRE”.

The listing rules of Nasdaq generally require that a majority of

the members of a listed company’s board of directors be independent.

In addition, the listing rules generally require that, subject

to specified exceptions, each member of a listed company’s audit, compensation, and governance committees be independent.

committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered

independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity

as a member of the audit committee, the Board, or any other board committee:

accept, directly or indirectly, any consulting, advisory,

or other compensatory fee from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any

of its subsidiaries.

Our Board undertook a review of its composition, the composition of

its committees and the independence of our directors and considered whether any director has a material relationship with us that could

compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested

from and provided by each non-employee director concerning his or her background, employment and affiliations, including family relationships,

our Board has determined that, except with respect to Mr.

Devanur and Mr.

Logozzo, none of our directors have relationships that would

interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors

is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table presents aggregate fees for professional audit services rendered by GBQ Partners, LLC (“GBQ”) for the audit

of our consolidated financial statements for the years ended December 31, 2024 and 2023, and fees billed for other services rendered by

GBQ during those periods.

Services Rendered

Audit Fees (1)

All Other Fees

(1) These amounts represent fees for professional services rendered for

the audits of our consolidated financial statements included in this report, reviews of the quarterly consolidated financial statements

included in our quarterly reports on Form 10-Q, annual reports on Form 10-K, statutory audits, and other SEC filings and accounting consultations

on matters related to the annual audits or interim reviews.

amount represents fees for tax consulting and compliance services in our U.S.

Audit Committee Pre-Approval

with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence, the

audit committee (i) appoints, retains and terminates;

of our consolidated financial statements for the years ended December 31, 2025 and 2024, and fees billed for other services rendered

by GBQ during those periods.

Other Fees (3)

These amounts represent

fees for professional services rendered for the audits of our consolidated financial statements included in this report, reviews

of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, annual reports on Form 10-K, statutory

audits, and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews.

This amount represents

fees for tax consulting and compliance services in our U.S.

This amount represents fees for professional services related to SEC

registration statements and for the review of acquisition-related due diligence reports prepared by the Company.

Committee Pre-Approval Policy

with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence,

the audit committee (i) appoints, retains and terminates;

(ii) negotiates and sets the compensation of;

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which are those services that only the independent auditor reasonably can provide.

These general pre-approved audit services include (a)

audit services, such as statutory audits, services associated with SEC registration statements, periodic reports and other SEC filings;

These general pre-approved audit services include

(a) audit services, such as statutory audits, services associated with SEC registration statements, periodic reports and other SEC filings;

(b) audit-related services, such as due diligence pertaining to potential business acquisitions, financial statement audits of employee

16 unchanged sentences

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Consolidated Financial Statements

(1) Consolidated Financial

The financial statements filed

as part of this report are listed and indexed in the Index to Consolidated Financial Statements stating on page F-1 located in this Annual

as part of this report are listed and indexed in the Index to Consolidated Financial Statements starting on page F-1 located in this Annual

Report on Form 10-K.

(a) (2) Financial Statement Schedules

(2) Financial Statement

statement schedules are omitted because they are not required, not applicable or because the required information is shown in the consolidated

financial statements or notes thereto.

(a) (3) Exhibits

exhibits are incorporated by reference or are filed with this report.

(b) The exhibits set forth in the following index of exhibits

are filed or incorporated by reference as a part of this Annual Report on Form 10-K:

Description of Exhibit

At the Market Sales Agreement by and between reAlpha Tech Corp.

and A.G.P./Alliance Global Partners, dated December 19, 2024 (previously filed as Exhibit 1.1 of Form 8-K filed with the SEC on December 19, 2024).

Amendment No.

1 to At the Market Sales Agreement, dated January 31, 2025, by and between reAlpha Tech Corp.

and A.G.P./Alliance Global Partners (previously filed as Exhibit 1.1 of Form 8-K filed with the SEC on January 31, 2025).

Amendment No.

2 to At the Market Sales Agreement, dated January 31, 2025, by and between reAlpha Tech Corp.

and A.G.P./Alliance Global Partners (previously filed as Exhibit 1.1 of Form 8-K filed with the SEC on February 27, 2025).

Membership Interest Purchase Agreement by and among reAlpha Tech Corp.

and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.1 of Form 1-U filed with the SEC on May 23, 2023).

Membership Interest Purchase Agreement First Side Letter by and among reAlpha Tech Corp.

and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.2 of Form 1-U filed with the SEC on May 23, 2023).

Membership Interest Purchase Agreement Second Side Letter by and among reAlpha Tech Corp.

and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed as Exhibit 9.3 of Form 1-U filed with the SEC on May 23, 2023).

Stock Purchase Agreement by and Among Roost Enterprises, Inc.

dba Rhove, the Sellers and reAlpha Tech Corp., dated March 24, 2023 (previously filed as Exhibit 1.1 of Form 1-U filed with the SEC on March 27, 2023).

Restricted Stock Purchase Agreement by and between reAlpha Tech Corp.

and Silicon Valley Bridge Bank, N.A., dated as of March 24, 2023 (previously filed as Exhibit 1.2 of Form 1-U filed with the SEC on March 27, 2023).

Certificate of Ownership and Merger, filed March 21, 2023 (previously filed as Exhibit 2.1 of Form 1-U filed with the SEC on March 24, 2023).

Stock Purchase Agreement, dated as of December 3, 2023, among reAlpha Tech Corp., Naamche, Inc., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on December 4, 2023).

Amended and Restated Stock Purchase Agreement, dated as of February 2, 2024, among reAlpha Tech Corp., Naamche, Inc.

Ltd., the Sellers and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC February 8, 2024).

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

The exhibits set forth

in the following index of exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K:

Interest Purchase Agreement by and among reAlpha Tech Corp.

and turnit Holdings, LLC, dated as of December 31, 2022 (previously filed

as Exhibit 9.1 of Form 1-U filed with the SEC on May 23, 2023).

Interest Purchase Agreement First Side Letter by and among reAlpha Tech Corp.

and turnit Holdings, LLC, dated as of December 31,

2022 (previously filed as Exhibit 9.2 of Form 1-U filed with the SEC on May 23, 2023).

Interest Purchase Agreement Second Side Letter by and among reAlpha Tech Corp.

and turnit Holdings, LLC, dated as of December 31,

2022 (previously filed as Exhibit 9.3 of Form 1-U filed with the SEC on May 23, 2023).

Purchase Agreement by and Among Roost Enterprises, Inc.

dba Rhove, the Sellers and reAlpha Tech Corp., dated March 24, 2023 (previously

filed as Exhibit 1.1 of Form 1-U filed with the SEC on March 27, 2023).

Stock Purchase Agreement by and between reAlpha Tech Corp.

and Silicon Valley Bridge Bank, N.A., dated as of March 24, 2023 (previously

filed as Exhibit 1.2 of Form 1-U filed with the SEC on March 27, 2023).

of Ownership and Merger, filed March 21, 2023 (previously filed as Exhibit 2.1 of Form 1-U filed with the SEC on March 24, 2023).

Purchase Agreement, dated as of December 3, 2023, among reAlpha Tech Corp., Naamche, Inc., the Sellers and the Sellers’ Representative

(previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on December 4, 2023).

and Restated Stock Purchase Agreement, dated as of February 2, 2024, among reAlpha Tech Corp., Naamche, Inc.

Ltd., the Sellers

and the Sellers’ Representative (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC February 8, 2024).

Exhibit #s to be updated once exhibit index is finalized.

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

Ltd., AiChat10X Pte.

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

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

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

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

Christopher B.

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

Membership Interest Purchase Agreement, dated as of November 20, 2024, among reAlpha Tech Corp., USRealty Brokerage Solutions, LLC, Unreal Estate LLC and Unreal Estate Inc (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on November 21, 2024).

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

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

Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 of Form S-11 filed with the SEC on August 8, 2023).

Second Amended and Restated Bylaws (previously filed as Exhibit 3.2 of Form S-11 filed with the SEC on August 8, 2023).

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

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

Form of Common Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on November 21, 2023).

Warrant Agency Agreement (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on November 21, 2023).

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

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

and Glenn Groves (previously filed

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

Certificate, dated September 8, 2025 (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on September 11, 2025).

and Plan of Merger, dated as of November 21, 2025, among reAlpha Tech Corp., Prevu, Inc., reAlpha Merger Sub, Inc.

and Thomas Kutzman,

as stockholder representative (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on November 25, 2025).

and Plan of Merger, dated as of December 19, 2025, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc.

Stockholders (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on December 22, 2025).

Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 of Form S-11 filed with the SEC on August 8, 2023).

Amended and Restated Bylaws (previously filed as Exhibit 3.2 of Form S-11 filed with the SEC on August 8, 2023).

of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of

Delaware on February 20, 2025 (previously filed as Exhibit 3.1 of Form 8-K filed with the SEC on February 24, 2025).

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

of Common Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on November 21, 2023).

Agency Agreement (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on November 21, 2023).

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

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

of Series A-1 Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 18, 2025).

of Series A-2 Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 18, 2025).

of Placement Agent Warrant (previously filed as Exhibit 4.3 of Form 8-K filed with the SEC on July 18, 2025).

of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 22, 2025).

of Placement Agent Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 22, 2025).

Description of Securities of the Company.

Share Purchase by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December 1, 2022 (previously filed as Exhibit 6.1 of Form 1-U filed with the SEC on December 5, 2022).

Registration Rights Agreement by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December 1, 2022 (previously filed as Exhibit 6.2 of Form 1-U filed with the SEC on December 5, 2022).

Employment Agreement of Giri Devanur, dated April 11, 2023 (previously filed as Exhibit 10.11 of Form S-11 filed with the SEC on August 8, 2023).

Employment Agreement of Michael J.

Massachusetts

Securities Division Consent Order (previously filed as Exhibit 6.5 of Form 1-U filed with the SEC on April 21, 2022).

Purchase by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of December

1, 2022 (previously filed as Exhibit 6.1 of Form 1-U filed with the SEC on December 5, 2022).

Rights Agreement by and among reAlpha Asset Management, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, dated as of

December 1, 2022 (previously filed as Exhibit 6.2 of Form 1-U filed with the SEC on December 5, 2022).

Agreement of Giri Devanur, dated April 11, 2023 (previously filed as Exhibit 10.11 of Form S-11 filed with the SEC on August 8, 2023).

Agreement of Michael J.

Logozzo, dated April 11, 2023 (previously filed as Exhibit 10.12 of Form S-11 filed with the SEC on August

Employment Agreement of Jorge Aldecoa, dated April 11, 2023 (previously filed as Exhibit 10.13 of Form S-11 filed with the SEC on August 8, 2023).

reAlpha Tech Corp.

2022 Equity Incentive Plan (previously filed as Exhibit 10.14 of Form S-11 filed with the SEC on August 8, 2023).

Form of 2022 Equity Incentive Plan Restricted Stock Award Agreement (previously filed as Exhibit 10.15 of Form S-11 filed with the SEC on August 8, 2023).

Form of 2022 Equity Incentive Plan Stock Option Award Agreement (previously filed as Exhibit 10.16 of Form S-11 filed with the SEC on August 28, 2023).

Form of Director and Officer Indemnification Agreement (previously filed as Exhibit 10.17 of Form S-11 filed with the SEC on August 28, 2023).

Ohio Division of Securities Cease and Desist Order with Consent Agreement (previously filed as Exhibit 6.10 of Form 1-U filed with the SEC on August 31, 2023).

First Amendment to Employment Agreement of Giri Devanur, dated February 1, 2024 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on February 1, 2024).

First Amendment to Employment Agreement of Michael J.

Logozzo, dated February 1, 2024 (previously filed as Exhibit 10.3 of Form 8-K filed with the SEC on February 1, 2024).

First Amendment to Employment Agreement of Jorge Aldecoa, dated February 1, 2024 (previously filed as Exhibit 10.4 of Form 8-K filed with the SEC on February 1, 2024).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Agreement, dated September 13, 2024, by and between Debt Does Deals, LLC and Streeterville Capital, LLC.

Intellectual Property Security Agreement, dated September 13 , 2024, by and between Debt Does Deals, LLC and Streeterville Capital, LLC.

Guaranty, dated as of September 13, 2024, by Debt Does Deals, LLC for the benefit of Streeterville Capital, LLC.

Letter Agreement, dated November 19, 2024, among reAlpha Tech Corp., Unreal Estate Inc.

and Unreal Estate LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on January 29, 2025).

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

of 2022 Equity Incentive Plan Restricted Stock Award Agreement (previously filed as Exhibit 10.15 of Form S-11 filed with the SEC

on August 8, 2023).

of 2022 Equity Incentive Plan Stock Option Award Agreement (previously filed as Exhibit 10.16 of Form S-11 filed with the SEC on

August 28, 2023).

Amendment No.

1 to reAlpha Tech Corp.’s 2022 Equity Incentive Plan, adopted on April 12, 2023 (previously filed as Exhibit 4.6 of Form S-8 filed with the SEC on March 20, 2024).

of Director and Officer Indemnification Agreement (previously filed as Exhibit 10.17 of Form S-11 filed with the SEC on August 28,

Division of Securities Cease and Desist Order with Consent Agreement (previously filed as Exhibit 6.10 of Form 1-U filed with the

SEC on August 31, 2023).

Amendment to Employment Agreement of Giri Devanur, dated February 1, 2024 (previously filed as Exhibit 10.2 of Form 8-K filed with

the SEC on February 1, 2024).

Amendment to Employment Agreement of Michael J.

Logozzo, dated February 1, 2024 (previously filed as Exhibit 10.3 of Form 8-K filed

with the SEC on February 1, 2024).

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

and Streeterville Capital, LLC (previously filed

as Exhibit 10.1 of Form 10-Q filed with the SEC on August 14, 2024).

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

January 30, 2025).

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

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

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

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

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

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

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

and Mercurius Media Capital LP (previously filed as Exhibit 10.1 of Form

8-K filed with the SEC on March 10, 2025).

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

and Mercurius Media Capital LP (previously filed as Exhibit 10.2 of Form

8-K filed with the SEC on March 10, 2025).

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

and Unreal Estate Inc.

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

(previously filed

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

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

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

Letter dated March 24, 2025 between reAlpha Tech Corp.

Wainwright & Co., LLC (incorporated by reference to Exhibit 10.43

to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-288571) filed July 15, 2025).

Agreement by and between reAlpha Tech Corp.

and Jorge Aldecoa, dated March 27, 2025 (previously filed as Exhibit 10.1 of Form 8-K

filed with the SEC on March 28, 2025).

of Inducement Letter (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 7, 2025).

of Voting Agreement (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on April 7, 2025).

of 2022 Equity Incentive Plan Restricted Stock Unit Award (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April

Amendment to Employment Agreement of Giri Devanur, dated June 3, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the

SEC on June 4, 2025).

Amendment to Employment Agreement of Michael J.

Logozzo, dated June 3, 2025 (previously filed as Exhibit 10.2 of Form 8-K filed with

the SEC on June 4, 2025)

Exchange Agreement, dated as of June 9, 2025, between reAlpha Tech Corp.

and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 10, 2025).

of Securities Purchase Agreement (previously filed as Exhibit 10.42 of Form S-1 filed with the SEC on July 8, 2025).

Form of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 22, 2025).

Consent, Release and Waiver, dated as of July 15, 2025, by and between reAlpha Tech Corp.

and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.44 to Amendment No.

2 to the Company’s Registration Statement on Form S-1 (SEC File No.

333-288571) filed July 16, 2025).

of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 18, 2025).

of Voting Agreement (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on July 18, 2025).

of Securities Purchase Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on July 22, 2025).

of Full Repayment and Release of Obligations, dated July 23, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC

on July 23, 2025).

and Restated Executive Employment Agreement of Michael J.

Logozzo, dated September 25, 2025 (previously filed as Exhibit 10.1 of

Form 8-K filed with the SEC on September 29, 2025).

Amended and Restated Executive Employment Agreement of Piyush Phadke, dated September 25, 2025 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on September 29, 2025).

Amendment No.

2 to reAlpha Tech Corp.’s 2022 Equity Incentive Plan, adopted on October 8, 2025 (previously filed as Exhibit 4.8 of Form S-8 filed with the SEC on October 24, 2025).

Code of Conduct and Ethics (previously filed as Exhibit 14.1 of Form S-11 filed with the SEC on August 8, 2023).

Insider Trading Policy.

Insider Trading Policy (previously filed as Exhibit 19 of Form 10-K filed with the SEC on April 2, 2025).

Subsidiaries of the Registrant.

21 unchanged sentences

Report of Independent Registered Public Accounting Firm (GBQ Partners LLC) PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 F-3

Consolidated Statements of Operations for the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023 F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023 F-5

Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023 F-6

Consolidated Balance Sheets as of December 31, 2025, and 2024 F-3

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4

Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders

Stockholders and Board of Directors

reAlpha Tech Corp.

1 unchanged sentence

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of reAlpha Tech Corp.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated

statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the year ended December 31,

2024, the eight-month period ended December 31, 2023 and the year ended April 30, 2023, and the related notes (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash

flows for the year ended December 31, 2024, the eight-month period ended December 31, 2023 and the year ended April 30, 2023, in conformity

with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of reAlpha

and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations

and comprehensive loss, changes in mezzanine equity and stockholders’ equity (deficit), and cash flows for the years then

ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and

the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted

in the United States of America.

Continuation as a Going Concern

34 unchanged sentences

a reasonable basis for our opinion.

Other Matter – Discontinued Operations

As described in Note 16 to the consolidated financial

statements, during 2024 the Company suspended real estate acquisition operations of Roost Enterprises, Inc.

(“Rhove”), and

presented the related amounts as discontinued operations in the consolidated financial statements.

Our opinion is not modified with respect

to this matter.

/s/ GBQ Partners LLC

We have served as the Company’s auditor since

We have served as the Company’s auditor

Columbus, Ohio

April 2, 2025

March 12, 2026

reAlpha Tech Corp.

Balance Sheet

December 31, 2024 and December 31, 2023

and Subsidiaries

Consolidated Balance Sheet

For the Years Ended December 31, 2025 and 2024

Current Assets

Accounts receivable

Accounts receivable, net

Receivable from related parties

2 unchanged sentences

Other current assets

Escrow deposit

Total current assets

3 unchanged sentences

Intangible assets, net

Long term assets of discontinued operations

Capitalized software development - work in progress

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

4 unchanged sentences

Accrued expenses

Current liabilities of discontinued operations

Deferred liabilities - current portion

Deferred revenue

Total current liabilities

Long-Term Liabilities

Deferred liabilities, net of current portion

Mortgage and other long term loans - related parties - net of current portion

Mortgage and other long term loans - unrelated parties - net of current portion

Preferred stock embedded derivative liability

Other long-term loans - related parties - net of current portion

Other long-term loans - unrelated parties - net of current portion

Note payable, net of discount

Other long term liabilities

Deferred consideration - net of current portion

Contingent consideration

Total liabilities

Mezzanine Equity

Redeemable Series A Convertible Preferred Stock, $ 0.001 par value;

5,000,000 shares authorized, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock;

250,000 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively.

Stockholders’ Equity (Deficit)

Preferred stock, $ 0.001 par value;

5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023

Common stock ($ 0.001 par value;

5 unchanged sentences

( 38,260,913 )

Accumulated other comprehensive income

Total stockholders’ equity (deficit) of reAlpha Tech Corp.

Accumulated other comprehensive (loss) income

Total stockholders’ equity of reAlpha Tech Corp.

Non-controlling interests in consolidated entities

Total stockholders’ equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Total stockholders’ equity

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

reAlpha Tech Corp.

Consolidated Statements

of Operations and Comprehensive (Loss) Income

For the Year Ended December 31, 2024 and Eight Months Ended December

31, 2023 and Year Ended April 30, 2023

For the Eight

and Subsidiaries

Consolidated Statements of Operations and Comprehensive

(Loss) Income

For the Years Ended December 31, 2025 and 2024

For the Year Ended

Cost of revenues

Operating Expenses

Operating Expense

Wages, benefits and payroll taxes

Repairs & maintenance

Dues & subscriptions

Marketing & advertising

Professional & legal fees

Depreciation & amortization

Impairment of intangible assets

Other operating expenses

Total operating expenses

Marketing and advertising

Professional and legal fees

Depreciation and amortization

Impairment of capitalized software

Other operating expense

Total operating expense

Operating Loss

1 unchanged sentence

( 6,902,614 )

( 4,933,602 )

Other Income (Expense)

Gain on sale of myAlphie

Other Expense (income)

Changes in fair value of contingent consideration

Interest expense, net

Change in fair value of preferred stock embedded derivative liability

Loss on debt extinguishment

Amortization of commitment fee

Other expense, net

Total other (expense) income

Total other expense

Net Loss from continuing operations before income taxes

1 unchanged sentence

( 7,736,974 )

Income tax benefit (expense)

Income tax benefit

Net Loss from continuing operations

1 unchanged sentence

( 7,682,714 )

Discontinued operations (Rhove)

Discontinued operations (Roost and Rhove)

Loss from operations of discontinued operations

4 unchanged sentences

$ ( 17,590,392 )

Net Loss after income taxes

$ ( 26,022,349 )

$ ( 1,251,259 )

$ ( 5,452,383 )

Net (Loss) Income Attributable to Non-Controlling Interests

Attributable to Non-Controlling Interests

Net Loss Attributable to Controlling Interests

1 unchanged sentence

$ ( 26,023,028 )

Preferred stock dividends

Net Loss Attributable to Common Stockholders

$ ( 17,716,845 )

Other comprehensive income

$ ( 26,023,028 )

Other comprehensive (loss) income

Foreign currency translation adjustments

Total other comprehensive gain

Total other comprehensive (loss) income

Comprehensive Loss Attributable to Controlling Interests

1 unchanged sentence

$ ( 26,018,017 )

$ ( 5,453,108 )

Basic and diluted loss per share

Basic loss per share

Continuing operations

Discontinued operations

Net Loss per share — basic and diluted

Net Loss per share — basic

Diluted loss per share

Continuing operations

Discontinued operations

Net loss per share — diluted

Weighted-average outstanding shares — basic

2 unchanged sentences

and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023

Comprehensive

Consolidated Statements

of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit)

For the Years Ended December 31, 2025 and 2024

Other Comprehensive

Non-Controlling

Stockholders’

at April 30, 2022

$ ( 5,533,053 )

$ ( 5,331,929 )

$ ( 5,318,332 )

( 5,453,109 )

( 5,452,383 )

issued through Reg A offering

A offering costs

to syndicate members

issued for acquisition of Rhove

issued for services

issued in former parent

India - Non controlling interest

of shares in the former parent

( 9,167,630 )

Recapitalization

merger transaction

at April 30, 2023

$ ( 10,986,162 )

( 1,251,723 )

( 1,251,259 )

issued through follow on listing

of stock options for Rhove acquisition

A offering costs

on listing offering costs

India - Non controlling interest

at December 31, 2023

Balance at December 31, 2023

$ ( 12,237,885 )

12 unchanged sentences

$ ( 38,260,913 )

( 17,593,968 )

( 17,590,392 )

comprehensive (loss)

A convertible preferred stock issuance

stock dividend

stock issuance to AiChat10X Pte.

stock issuance through ATM

stock issuance - Warrants exercised

stock issuance for GTG acquisition

stock issuance to Non- Employee

stock issuance to Streeterville Capital, LLC

stock issuance - 2025 Public Offering

stock issuance - RDO

stock cancellation for GTG rescission

stock issuance - July 2025 Warrants exercised

stock issuance - Public offering Warrants exercised

stock issuance - Placement Agent Warrants exercised

stock issuance for Prevu acquisition

stock issuance - Private Placement Warrants exercised

stock issuance to employees

stock issuance - RDO Placement Agent Warrants exercised

at December 31, 2025

( 55,980,534 )

reAlpha Tech Corp.

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2024 and Eight Months Ended December 31, 2023 and Year Ended April 30, 2023

For the Eight

For the Years Ended December 31, 2025 and 2024

Cash Flows from Operating Activities:

Net (loss) income

$ ( 17,590,392 )

$ ( 26,022,349 )

$ ( 5,452,383 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Impairment of capitalized software

Impairment of goodwill and intangible assets

Amortization of loan discounts

Common stock issued to non - employee

Stock-based compensation - employees

Stock-based compensation - services

Legal & professional expenses

Amortization of loan discounts and origination fees

Write-off of capitalized software costs

Impairment of goodwill and intangible assets

Commitment fee expenses

Loss on sale of properties

Change in fair value of contingent consideration

Loss on extinguishment of debt

Change in fair value of preferred stock embedded derivative liability

Non-cash commitment fee expenses

Non-cash marketing and advertising

Non-cash compensation expense - GTG Financial

Gain on previously held equity

Gain on sale of myAlphie

( 5,502,774 )

Loss (gain) on deconsolidation

Loss (gain) on sale of fixed assets

Impairment of equity investments - measurement alternative

Loss from equity method investment

Interest accretion on deferred consideration - Prevu

Changes in operating assets and liabilities

1 unchanged sentence

Receivable from related parties

Payable to related parties

Prepaid expenses

1 unchanged sentence

Accounts payable

Payable to related parties

Accrued expenses

Deferred liabilities

Deferred revenue

Total adjustments

( 1,577,375 )

Net cash used in operating activities

1 unchanged sentence

( 6,042,238 )

( 4,962,053 )

Cash Flows from Investing Activities:

Additions to property and equipment

Proceeds from sale of properties

Additions to property, plant & equipment

Cash paid to acquire business

Cash paid for acquisitions, net of cash acquired

( 1,023,053 )

( 1,268,630 )

Cash deposited into escrow in connection with acquisitions

Cash paid for equity method investment

Cash used for additions to capitalized software development and intangibles

Net cash (used in) provided by investing activities

Cash used for additions to capitalized software

Net cash used in investing activities

( 1,742,092 )

( 1,554,400 )

Cash Flows from Financing Activities:

Proceeds from issuance of debt

Prepayment penalty

Proceeds from issuance of common stock

Payments of debt

1 unchanged sentence

( 1,164,241 )

Deferred financing costs

Proceeds from issuance of common stock

Offering costs paid on issuance of common stock

Contingent consideration paid-reAlpha Nepal

Payment of commitment fee

( 1,000,000 )

Deferred financing cost

Equity issuance expenses

Net cash provided by financing activities

Net (decrease) increase in cash

Net increase in cash

( 3,332,840 )

Effect of exchange rate changes on cash

Cash - Beginning of Period

3 unchanged sentences

$ ( 468,726 )

Noncash Investing and Financing Activities:

Preferred stock issuance - MMC transaction

Non-cash conversion of debt to equity - Streeterville Capital, LLC

Issuance of common stock - Prevu

Issuance of common stock - AiChat

Issuance of warrants to placement agents in connection with equity offerings

Deferred consideration - Prevu

reAlpha Tech Corp.

2 unchanged sentences

reAlpha Tech Corp.

and Subsidiaries (“we,”

“us,” “our,” the “Company,” “reAlpha” or the “Registrant”) were initially

incorporated with the name reAlpha Asset Management, Inc.

in the State of Delaware on April 22, 2021 .

Initially, our asset-heavy operational

model centered on using proprietary AI tools for real estate acquisition, converting properties into short-term rentals, and offering

fractional interests to investors.

However, due to macroeconomic challenges like higher interest rates and inflated property prices, we’ve

discontinued our rental segment operations.

We are now focused on developing an end-to-end commission-free homebuying platform.

the power of AI and an acquisition-led growth strategy, reAlpha’s goal is to offer a more affordable, streamlined experience for

those on the journey to homeownership.

reAlpha has transitioned into a technology-driven,

integrated services company, leveraging AI to enhance the homebuying experience and streamline real estate transactions.

At the core of

its strategy is the reAlpha platform, an AI-powered solution designed to simplify the home purchase process while generating revenue through

mortgage brokerage and title and escrow services.

To strengthen its AI capabilities, reAlpha has

acquired Naamche and AiChat (each as defined below), expanding its software development expertise and AI-driven engagement tools.

enhances reAlpha platform functionality, while AiChat improves customer interaction of their clients through AI-powered automation.

reAlpha operates through its key subsidiaries,

including reAlpha Realty, AiChat, Be My Neighbor, Hyperfast, each playing a role in its vertically integrated ecosystem.

These subsidiaries

enable reAlpha to provide real estate brokerage, and closing services, which enables us to capture value across multiple stages of the

was incorporated with the name

reAlpha Asset Management, Inc.

in the State of Delaware on April 22, 2021 , which was changed to reAlpha Tech Corp.

as a result of the

short-form merger with its former parent on March 21, 2023.

reAlpha Tech Corp.

and its subsidiaries are collectively referred to as “we,”

“us,” “our” or the “Company.”

Utilizing the power of artificial intelligence

(“AI”) and an acquisition-led growth strategy, our goal is to offer a more affordable, streamlined experience for those on

the journey to homeownership.

The Company is a technology-driven, integrated

services company, leveraging AI to enhance the homebuying experience and streamline real estate transactions.

At the core of the Company’s

strategy is the reAlpha platform, an AI-powered solution designed to simplify the homebuying process while generating revenue through

realty services, mortgage brokering services, and digital title and escrow services.

The Company operates through its

subsidiaries Naamche, Inc.

Naamche”), Realpha Nepal Pvt.

(f/k/a Naamche, Inc.

Ltd.) (“reAlpha

Nepal Pvt Limited” and together with U.S.

Naamche, “reAlpha Nepal”), and AiChat Pte.

to expand its software development expertise and AI-driven engagement tools, and the reAlpha Realty, LLC entities, Debt Does Deals,

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

(“Hyperfast”) and Prevu, Inc.

and its subsidiaries (collectively, “Prevu”) to provide realty services,

mortgage brokering and digital title and escrow services, which enable the Company to capture value across multiple stages of the

transaction process.

Although the Company had previously acquired GTG Financial, Inc.

(“GTG” or “GTG

Financial”), during the year ended December 31 2025, the Company’s acquisition of GTG was rescinded pursuant to the

terms of the Stock Purchase Agreement, by and among GTG Financial, Glenn Groves (the “Seller”) and the Company, dated

February 20, 2025 (the “SPA”).

As a result of the rescission of the SPA, GTG was no longer a subsidiary of the Company

as of August 21, 2025 (the “Rescission Date”) (see “Note 5–Business Combinations–Rescission of GTG

Financial Acquisition” for more information).

With its focus on AI technology and integrated

real estate services, reAlpha is creating a scalable, end-to-end, tech-enabled model for customers to buy a home.

Through strategic acquisitions

and innovations in its platform, reAlpha is expanding its market presence and diversifying revenue streams across real estate, mortgage

services, and AI-powered solutions.

The Company’s head office is located at

6515 Longshore Loop, Suite 100, Dublin, OH 43017.

real estate services, the Company is developing an end-to-end homebuying platform named the “reAlpha platform.” The Company’s

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

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

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

The Company’s principal office is located

at 6515 Longshore Loop, Suite 100, Dublin, OH 43017.

Note 2 - Summary of Significant Accounting

Principles of Consolidation

The accompanying consolidated financial statements

The accompanying audited financial statements

have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

These consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany accounts and

transactions have been eliminated in consolidation.

These audited

financial statements include the accounts of the Company and its wholly owned subsidiaries and entities that the Company holds a controlling

financial interest of, and those in which it owns more than 50 % of the voting interest.

All significant intercompany accounts and transactions

have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements

have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) and are

included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

These financial statements include

all adjustments, which consist of normal recurring accruals, deemed necessary by management for a fair presentation of the Company’s

financial position and results of operations for the reported period.

This note on significant accounting policies is

provided to aid in the understanding of the Company’s financial statements.

The policies adhere to U.S.

GAAP and have been consistently

applied in the preparation of both the annual and interim financial statements.

The financial statements reflect the operations, assets,

and liabilities of the Company as a whole.

The consolidated balance sheet as of December

31, 2024, has been derived from the Company’s audited consolidated financial statements for that date.

It is essential that these

consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included

in the Company’s previous Annual Report on Form 10-KT for the year ended December 31, 2023.

The results of operations for the fiscal

year are not necessarily indicative of the results to be expected for any future periods.

The accompanying audited consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange Commission applicable to annual reports on Form 10-K.

financial statements include all disclosures required by U.S.

GAAP for annual financial statements.

In the opinion of management, all

adjustments (consisting only of normal recurring items) necessary for a fair presentation have been included.

The consolidated balance

sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements included in its Annual

Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 2, 2025, as amended on May 13, 2025 (the “2024

This summary of significant accounting policies

is presented to assist in understanding the Company’s financial statements.

These accounting policies conform to U.S.

GAAP and have

been consistently applied in the preparation of the financial statements.

The financial statements include the operations, assets, and

liabilities of the Company.

In the opinion of the Company’s management, the accompanying audited financial statements contain all

adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements.

These audited

financial statements should be read in conjunction with the audited consolidated financial statements included in the Form 10-K.

of operations for the fiscal year are not necessarily indicative of the results to be expected for any future periods.

Use of Estimates

6 unchanged sentences

Actual results could differ from those estimates.

Business Promotion and Advertising Costs

The Company expenses advertising and

marketing costs, including prepaid advertising arrangements, as they are incurred.

Advertising and marketing expenses were

$ 5,946,514 and $ 793,004 for the years ended December 31, 2025, and 2024, respectively, of which $ 4,406,571 and $0 were settled via

issuance of Series A Preferred Stock, respectively.

These costs are included in “Marketing and advertising” in the

accompanying consolidated statements of operations and comprehensive loss.

Related Party Transactions

The Company accounts for related party transactions

in accordance with Accounting Standards Codification (“ASC”) 850.

A related party is generally defined as (i) any person that

holds 10 % or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that

directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence

the financial and operating decisions of the Company.

A transaction is considered to be a related party transaction when there is a transfer

of resources or obligations between related parties.

The Company conducts business with its related parties in the ordinary course of

Transactions involving related parties cannot

be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not

Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated

on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash and Cash Equivalents

8 unchanged sentences

insured limits.

Accounts receivable are typically unsecured.

Accounts receivables are typically unsecured.

The risk with respect to accounts receivable is mitigated by regular credit

evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

In accordance with Accounting Standards Codification (“ASC”) 326, Investments

- Financial Instruments—Credit Losses, (“ASC 326”) the Company applies the Current Expected Credit Losses (“CECL”)

model to estimate expected credit losses over the lifetime of financial assets measured at amortized cost.

The Company has determined

that accounts receivable (“AR”) is the only financial asset subject to CECL assessment, as it does not have any loan receivables,

held-to-maturity debt securities, or other financial instruments requiring CECL evaluation.

In accordance with ASC 326, Investments - Financial

Instruments-Credit Losses the Company applies the Current Expected Credit Losses (“CECL”) model to estimate expected credit

losses over the lifetime of financial assets measured at amortized cost.

The Company has determined that accounts receivable is the only

financial asset subject to CECL assessment, as it does not have any loan receivables, held-to-maturity debt securities, or other financial

instruments requiring CECL evaluation.

The Company’s CECL methodology incorporates

historical loss experience, current economic conditions, and forward-looking adjustments to assess credit risk and expected loss reserves.

As of December 31, 2024, the Company has experienced

no historical credit losses on accounts receivable.

A significant portion of the Company’s accounts receivable is attributable to

AiChat, its Singapore subsidiary, as its customers are large multinational corporations with strong financial stability and a consistent

payment history.

However, given macroeconomic risks, including interest rate fluctuations and regulatory considerations, the Company has

applied a 0.05 % CECL reserve to accounts receivable related to AiChat, our Singapore subsidiary.

No additional forward-looking CECL reserve

was deemed necessary due to continued government financial support, stable corporate tax incentives, and the strong creditworthiness of

The Company will continue to monitor macroeconomic

conditions and reassess the adequacy of its CECL reserve on a quarterly basis.

Future adjustments may be made as economic conditions evolve

and additional credit risk factors are identified.

As of December 31, 2024, the Company’s assessment

under ASC 326 confirms that its accounts receivable remains recoverable, with no material impairments beyond the CECL provision recorded.

historical loss experience and current economic conditions to assess credit risk and expected loss reserves.

Stock Based Compensation

The Company accounts for share-based payments

in accordance with the provisions of ASC 718, which requires that all share-based payments issued to acquire goods or services, including

grants of employee stock options, be recognized in the consolidated interim statements of operations and comprehensive loss based on their

fair values, net of estimated forfeitures.

ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary,

in subsequent periods if actual forfeitures differ from those estimates.

Compensation expense related to share-based awards is recognized

over the requisite service period, which is generally the vesting period.

The Company accounts for stock-based compensation awards issued to

non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued

in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50.

The Company issues compensatory

shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial

and administrative consulting services.

During the year ended December 31, 2025, the Company

collected all previously outstanding receivables attributable to AiChat, its Singapore subsidiary.

As a result, the previously recorded

CECL reserve of 0.05 % was released.

However, a new CECL provision for the year ended December 31, 2025 was recorded based on updated receivables

and risk profiles as of December 31, 2025.

The CECL reserve is netted against accounts receivable, net on the balance sheet.

There were no changes in the Company’s credit

risk exposure, CECL methodology, and/or reserve assumptions during the year ended December 31, 2025.

The updated values are as follows:

Opening balance, January 1, 2025

Current-period provision for expected credit losses(1)

Provision for expected credit losses

Release of allowance for expected credit losses

Ending balance, December 31, 2025

(1) Of the Company’s total accounts receivable balance of $ 182,425 ,

$ 123,704 relates to third-party receivables held by AiChat, the Company’s Singapore-based subsidiary.

A 0.05 % reserve was applied

to this amount in accordance with the CECL model under ASC 326.

There have been no material changes to the Company’s

significant accounting policies during the year ended December 31, 2025.

Equity Method Investment

11 unchanged sentences

of an investment over its estimated fair value.

We recorded the Xmore AI investment of $ 125,000 under the equity method

as per ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”).

Software Development Costs

The Company adheres to 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 development.

Conversely, expenditures for minor enhancements and routine

software maintenance are expensed as incurred, consistent with specific US GAAP requirements.

We recorded the Xmore AI investment of $ 125,000

under the equity method as per ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”).

Management performed

an impairment assessment of the equity method investment as of December 31, 2025, and concluded that no indicators of impairment were

accordingly, no impairment loss was recognized.

Equity Investment — Measurement Alternative

The Company holds a 25 % equity interest in Carthagos

Inc., a privately held entity, which is accounted for under ASC 321 using the measurement alternative, as the investment does not have

a readily determinable fair value.

As of December 31, 2025, management evaluated the investment for impairment in accordance with ASC

321-10-35-2 through 35-4 and identified impairment indicators, including sustained operating challenges, liquidity constraints, and uncertainty

regarding the recovery of invested capital.

As a result, the Company recorded an impairment loss of $ 90,000 during the year ended December

Foreign Currency Translation

The Company’s consolidated financial statements

are presented in U.S.

The functional currency of each subsidiary is the local currency of its primary economic environment, which

in certain cases differs from the reporting currency.

Assets and liabilities of subsidiaries with non-U.S.

dollar functional currencies are translated into U.S.

dollars at exchange rates in effect at the balance sheet date.

Equity transactions

are translated at historical exchange rates, and revenues and expenses, are translated at weighted-average exchange rates for the period.

Translation adjustments are recorded in other

comprehensive income (loss) and accumulated in accumulated other comprehensive income (loss) within stockholders’ equity.

The consolidated

statements of cash flows are presented in U.S.

dollars, with foreign subsidiary cash flows translated at weighted-average exchange rates

for the period.

Capitalized Software Development Costs

The Company adheres to

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.

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

expenditures for minor enhancements and routine software maintenance are expensed as incurred, consistent with specific US GAAP requirements.

Amortization of capitalized

21 unchanged sentences

on the reporting unit.

As of December 31, 2024, on our annual goodwill

testing date, we conducted a quantitative impairment test for our reporting unit, Rhove.

This evaluation was necessitated by operational

challenges that led to prompting a re-evaluation of the fair value of the reporting units compared to their carrying amounts.

The results of this impairment test indicated

that the fair value of Rhove was less than its carrying amount, necessitating an impairment charge.

This impairment reflects adjustments

to the carrying values on our consolidated balance sheet as of December 31, 2024, and has been recognized in our financial results for

the fiscal year to accurately reflect the reduced value of the reporting unit.

These financial statements include all necessary adjustments,

consisting of the noted impairment loss, to present fairly the financial position and results of operations of the company.

The Company tests goodwill for impairment at least

annually as of December 31, or more frequently if events or changes in circumstances indicate that the fair value of a reporting unit

may be below its carrying amount, in accordance with ASC Topic 350, Intangibles—Goodwill and other (“ASC 350”).

the year ended December 31, 2025, the Company performed its annual goodwill impairment test and determined that the fair value of each

reporting unit exceeded its respective carrying amount.

Accordingly, no goodwill impairment was recognized (See Note 8 - Goodwill and

Intangible Assets for further discussion of the Company’s goodwill impairment assessment).

Definite-lived Intangible Assets

ASC 350 on Intangibles – Goodwill and Other;

Intangible assets are definite-lived intangible assets such as technology, customer contracts and trademarks resulted from business acquisitions.

The valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates.

In accordance with ASC 350, definite-lived intangible

assets include assets such as developed technology, customer contracts, and trademarks that are acquired in business combinations.

valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates.

These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting

3 unchanged sentences

and identify events or changes in circumstances that may indicate revised estimated useful lives.

During 2025, management reviewed the

estimated useful life and recoverability of the developed technology intangible asset associated with GENA and concluded that the asset

had become obsolete and should be impaired (See Note 8 – Goodwill and Intangible Assets for further information).

Revenue Recognition

The Company recognizes revenue in accordance with 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

reAlpha recognized rental revenue upon customer control of the asset and recorded deferred revenue for book sales until the delivery

obligation was met, both in accordance with ASC 606.

AiChat, which provides an AI conversational platform, adheres to the revenue

recognition standards outlined in ASC 606.

The license fee for platform access and consulting services are recognized as distinct performance

obligations, reflecting their ability to provide value independently within our customer contracts.

For the “right to access”

license fee, revenue is recognized over the duration of the subscription period, as control and benefits are provided continuously to

the customer.

Consulting services are recognized based on the nature of the engagement.

Revenue for one-time services, such as project

setups, is recognized at the point in time of delivery.

For ongoing consulting services, revenue is recognized over time, reflecting the

continuous benefit transferred to the customer throughout the service period.

This approach ensures that revenue recognition accurately

matches the ongoing provision of access and the timing of consulting services, as per the guidelines of ASC 606.

Be 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.

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

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.

Naamche, a company that

provides services related to the development of technology, adheres to ASC 606 for revenue recognition, primarily from its service-based

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 Naamche satisfies

each performance obligation, typically over time, reflecting the ongoing delivery and customer consumption of its tech-driven services.

We account for income taxes in accordance with

ASC 740, Income Taxes (“ASC 740”), which requires recognition of deferred tax assets and liabilities for

the expected tax consequences of our future financial and operating activities.

Under ASC 740, we determine deferred tax assets and liabilities

based on the temporary difference between the financial statement and tax bases of assets and liabilities using the tax rates in effect

for the year in which we expect such differences to reverse.

If we determine that it is more likely than not that we will not generate

sufficient taxable income to realize the value of some or all of our deferred tax assets (net of our deferred tax liabilities), we establish

a valuation allowance offsetting the amount we do not expect to realize.

We perform this analysis each reporting period and reduce our

measurement of deferred taxes if the likelihood we will realize them becomes uncertain.

The deferred tax assets that we record each period

depend primarily on our ability to generate future taxable income in the United States.

Each period, we evaluate the need for a valuation

allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax assets are recorded

only to the extent we conclude it is more likely than not that these deferred tax assets will be realized.

If our outlook for future

taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change.

We are also required to evaluate and quantify other sources of taxable income, such as the possible reversal of future deferred tax liabilities,

should any arise, and the implementation of tax planning strategies.

Evaluating and quantifying these amounts is difficult and involves

significant judgment, based on all of the available evidence and assumptions about our future activities.

Fair Value of Financial Instruments

ASC 825, Disclosure about Fair Value of Financial Instruments, (“ASC

825”) requires certain disclosures regarding the fair value (“FV”) of financial instruments.

The carrying amounts of

accounts receivable, other current assets and prepaid expenses, accounts payable, other payables and accrued liabilities and due to Company

affiliates approximate their FVs because of the short-term nature of the instruments.

The management of the Company is of the opinion

that the Company is not exposed to significant interest or credit risks arising from these financial statements.

The Company 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, the Company generates revenue by providing monthly support services.

Revenue is recognized over time as the services are performed

and the customer benefits from them.

AiChat, a company specializing in AI conversational

customer experience solutions, adheres to the revenue recognition standards outlined in ASC 606.

The license fee for platform access and

consulting services are recognized as distinct performance obligations, reflecting their ability to provide value independently within

our customer contracts.

For the “right to access” license fee, revenue is recognized over the duration of the subscription

period, as control and benefits are provided continuously to the customer.

Consulting services are recognized based on the nature of the

Revenue for one-time services, such as project setups, is recognized at the point in time of delivery.

For ongoing consulting

services, revenue is recognized over time, reflecting the continuous benefit transferred to the customer throughout the service period.

This approach ensures that revenue recognition accurately matches the ongoing provision of access and the timing of consulting services,

as per the guidelines of ASC 606.

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).

reAlpha Nepal, a subsidiary of the Company that

provides technology-related services, recognizes revenue in accordance with ASC 606 from its service-based contracts.

reAlpha Nepal currently

generates revenue exclusively from providing monthly technology support services to third parties.

These arrangements include a single

service-based performance obligation that is satisfied over time, as these third parties simultaneously receives and consumes the benefits

of the services provided.

Revenue is recognized over time in a manner that reflects the continuous transfer of services to the customer.

Prevu is a digital real estate brokerage that

provides licensed brokerage services to homebuyers and home sellers across multiple states through its online platform.

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 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.

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.

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”).

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, trademarks 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.

fair value assessment involves significant inputs and assumptions, including projected cash flows, expected growth rates, discount rates,

and other relevant market data.

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

Series A Convertible Preferred Stock

Accounting for the Series A Convertible Preferred

Stock requires an evaluation to determine if liability classification is required under ASC 480-10.

Liability classification is required

for freestanding financial instruments that are (1) subject to an unconditional obligation requiring the issuer to redeem the instrument

by transferring assets, such as those that are mandatorily redeemable, (2) instruments other than equity shares that embody an obligation

of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number

of equity shares.

Securities that do not meet the scoping criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance,

which prescribes securities that may be subject to redemption upon an event not solely within the Company’s control to be classified

as mezzanine equity.

Securities classified in mezzanine equity are initially measured at the proceeds received, and excluding the fair

value of bifurcated embedded derivatives, if any.

Subsequent measurement of the carrying value of the Series A Convertible Preferred Stock

is required as the instrument is probable of becoming redeemable.

The Company accretes the Series A Convertible Preferred Stock to its

redemption value.

In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company will

recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current

maximum redemption value at the end of each reporting period.

Derivative Liability

The Company evaluates all of its financial instruments,

including convertible notes and Series A convertible preferred stock, to determine if such instruments are derivatives or contain features

that qualify as embedded derivatives.

The Company applies significant judgment to identify and evaluate complex terms and conditions in

these contracts and agreements to determine whether embedded derivatives exist.

Embedded derivatives must be separately measured from

the host contract if all the requirements for bifurcation are met.

The assessment of the conditions surrounding the bifurcation of embedded

derivatives depends on the nature of the host contract.

Bifurcated embedded derivatives are recognized at fair value, with changes in

fair value recognized in the consolidated statements of operations and comprehensive loss at each reporting period end.

Bifurcated embedded

derivatives are classified as a separate asset or liability in the consolidated balance sheet.

The Company’s derivative liability is related

to the conversion features embedded in the Series A Convertible Preferred Stock.

See Note 13 “Mezzanine Equity and Preferred Stock

Embedded Derivative Liability ” for more information.

Fair Value Measurements

The Company measures certain financial assets

and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement.

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

ASC Topic 820 establishes a fair value hierarchy

that prioritizes the inputs used in valuation techniques to measure fair value.

The hierarchy gives the highest priority to quoted prices

in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three levels of the fair value

hierarchy are as follows:

Level 1 Inputs – Unadjusted quoted prices

in active markets for identical assets or liabilities that the Company can access at the measurement date.

Level 2 Inputs – Inputs other than quoted

prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

These inputs include quoted

prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that

are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3 Inputs – Unobservable inputs that

are supported by little or no market activity and that are significant to the fair value measurement.

These inputs reflect management’s

assumptions about the assumptions that market participants would use in pricing the asset or liability.

Financial instruments measured at fair value are

classified within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The carrying amounts of cash, cash equivalents,

restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of

these instruments.

The Company has certain liabilities that are measured

at fair value on a recurring basis using Level 3 inputs, including the contingent consideration liability associated with business combinations

and the derivative liability associated with the conversion features embedded in the Series A Convertible Preferred Stock.

The derivative

liability represents the embedded conversion feature in the Series A Convertible Preferred Stock and was initially measured at fair value

upon issuance of the Series A Convertible Preferred Stock and is subsequently remeasured at each reporting period.

These liabilities are remeasured at fair value

at each reporting period, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss.

changes in the unobservable inputs used in determining the fair value of these liabilities could result in significant changes to the

fair value measurement.

The valuation methodologies and significant assumptions

used in determining the fair value of these Level 3 liabilities are described in Note 13 – Mezzanine Equity and Preferred Stock

Embedded Derivative Liability and Note 15 – Contingent Consideration and Compensation.

Except for the policies described above, there

have been no significant changes to accounting policies during the three months ended March 31, 2024.Certain prior period amounts have

been reclassified to conform to the current period presentation;

such reclassifications had no impact on previously reported net loss.

Reclassification of prior period amounts

Except for the policies described above, there have been no significant changes to accounting policies during the year ended December

31, 2025.Certain prior period amounts have been reclassified to conform to the current period presentation;

such reclassifications had

no impact on previously reported net loss.

Recent Accounting Pronouncements

Accounting Pronouncements Issued and Not yet

In November 2024, the FASB issued ASU No.

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.

is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.

In September 2025, the Financial Accounting Standards

Board (“FASB”) issued ASC 350-40, which amends the guidance related to the capitalization and disclosure of internal-use

software development costs.

The amendments modernize the guidance by removing references to software development “stages”

and instead require entities to apply a judgment-based assessment focused on whether management has authorized and committed to funding

the project and whether it is probable that the software will be completed and used as intended.

The ASU also provides guidance for evaluating

significant development uncertainty, aligns the accounting for website development costs with ASC 350-40, and requires capitalized software

costs to be subject to the disclosure requirements in ASC 360.

The guidance does not amend the accounting for software to be sold, leased,

or marketed externally under ASC 985-20.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and

interim reporting periods within those annual periods, with early adoption permitted.

Entities may apply the guidance prospectively,

retrospectively, or using a modified prospective transition approach.

The Company is currently evaluating the impact this update may

have on its financial statements and related disclosures.

The Company has not yet determined the impact of adoption, as it is not reasonably

estimable at this time.

Accounting Pronouncements Issued and Adopted

In December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” 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 has adopted the disclosure requirements of this standard on its consolidated financial

statements on a prospective basis.

In July 2025, the FASB issued ASU No.

Financial Instruments—Credit Losses (Topic 326) (“ASU 2025-05”), which introduces a practical expedient for all

entities and an accounting policy election for certain entities related to estimating expected credit losses for current accounts receivable

and current contract assets arising from transactions accounted for under ASC 606.

The amendments, developed in coordination with the

Private Company Council, address stakeholder concerns regarding the cost and complexity of applying the current expected credit loss model

to such balances.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods within those

years, with early adoption permitted.

The Company elected to early adopt ASU 2025-05

during the quarter ended September 30, 2025.

The adoption did not have a material impact on the Company’s consolidated financial

statements or related disclosures.

There have been no material changes to the Company’s

significant accounting policies during the year ended December 31, 2025.

Note 3 - Going Concern

We assess going concern uncertainty in our consolidated

financial statements to determine if we have sufficient cash and cash equivalents on hand and working capital, including available loans

or lines of credit, if any, to operate for a period of at least 12 months from the date our consolidated financial statements are issued.

As part of this assessment, based on conditions that are known and reasonably knowable to us, we consider various scenarios, forecasts,

projections, and estimates, and we make certain key assumptions, including the timing and nature of projected cash expenditures or programs,

and our ability to delay or curtail those expenditures or programs, if necessary, among other factors.

Management has reviewed our financial condition,

focusing on liquidity sources and upcoming financial obligations.

This assessment shows that our short-term obligations exceed the resources

available under current operational plans that raise a substantial doubt about our ability to continue as a going concern for the next

12 months after the date that these consolidated financial statements are issued.

Additionally, while recent acquisitions are expected

to increase operational expenses, we anticipate that they will increase revenue streams, contributing positively to our financial outlook.

We believe these acquisitions will enhance product offerings and market reach, which we anticipate will drive higher revenue in the coming

However, the revenue from our recent acquisitions and from our technology platforms do not yet offset our current obligations

and expenses.

Management anticipates continuing operating losses for the next 12 months due to growth initiatives, management expects

to continue raising capital through additional debt and/or equity financings to fund its operations.

Management believes that these actions

will effectively mitigate the conditions that raise substantial doubt about our ability to continue as a going concern and to ultimately

achieve profitability.

However, management cannot provide assurance that their plans to add revenue streams, raise revenue or raise additional

capital will be successful, and whether we will ultimately achieve profitability, become cash flow positive, or raise additional debt

and/or equity capital.

If we are unable to raise our revenues sufficiently to cover our obligations and expenses or raise additional capital

in the near future, management expects that we will need to curtail operations, seek additional capital on less favorable terms, and/or

pursue other remedial measures.

As of December 31, 2024, the Company holds $ 3.1

million in cash.

During the year ended December 31, 2025, the Company

incurred a net loss of approximately $ 17,590,392 and used cash in operating activities of approximately $ 11,262,577 .

As of December 31,

2025, the Company had cash and cash equivalents of approximately $ 7,783,529 and has experienced recurring operating losses and negative

operating cash flows.

In accordance with ASC 205-40, Going Concern,

management evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability

to continue as a going concern within one year after the date the consolidated financial statements are issued.

The Company’s recurring

losses, negative operating cash flows, limited cash resources relative to its projected cash requirements, and dependence on access to

external financing raise substantial doubt about its ability to continue as a going concern.

In addition, the Company has received a notice

from The Nasdaq Stock Market LLC indicating non-compliance with the minimum bid-price requirement for continued listing on The Nasdaq

Capital Market.

Failure to regain compliance could result in the delisting of the Company’s common stock, which could adversely

affect the liquidity of the Company’s securities and its ability to access capital markets.

To address its liquidity needs, the Company intends

to seek additional capital under its existing at-the-market equity offering agreement, through potential exercises of outstanding warrants,

and through other debt or equity financing transactions.

The Company also has stockholder authorization to effect a reverse stock split

in order to support continued compliance with Nasdaq listing requirements and maintain access to capital markets.

These plans are subject

to market conditions, investor demand, and other factors outside the Company’s control, and there can be no assurance that such

financing will be available on acceptable terms, in the amounts needed, or at all.

As a result, management has concluded that substantial doubt exists

about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern

and do not include any adjustments that might result from the outcome of this uncertainty.

Note 4 - Income Taxes

The Company generated a worldwide pre-tax loss of $ 26,045,861 , $ 1,046,973

and $ 5,452,383 for the periods ended December 31, 2024, December 31, 2023, and April 30, 2023 respectively.

Pre-tax book income/(loss) has been recorded in

the following jurisdictions:

The Company generated a worldwide pre-tax loss of $ 17,590,392 and $ 26,076,609

and for the periods ended December 31, 2025 and December 31, 2024, respectively.

Pre-Tax book income/(loss) has been recorded

in the following jurisdictions:

Tax Years Ended

1 unchanged sentence

$ ( 6,891,977 )

$ ( 5,450,265 )

From continuing operations

6 unchanged sentences

$ ( 26,076,609 )

$ ( 5,452,383 )

The Company recorded federal and state income tax expense for the period

ended December 31, 2024 of ($ 29,699 ) and ($ 24,561 ), respectively.

The Company recorded federal and state income tax expense for the period

ended December 31, 2023 of $ 166,478 and $ 37,808 , respectively.

The Company recorded no income tax expense for the period April

The Company recorded no federal, state, or foreign

income tax expense for the period ended December 31, 2025.

The Company recorded federal and state income tax expense for the period ended

December 31, 2024 of ($ 29,699 ) and ($ 24,561 ), respectively.

Tax Years Ended

1 unchanged sentence

Income tax expense (benefit) for discontinued operations

The Company follows the Financial Accounting Standards Board (“FASB”)

ASC 740, for the computation and presentation of its tax provision.

The following table presents a reconciliation of the income tax provision

(benefit) computed at the statutory federal rate and the Company’s income tax provision (benefit) for the periods presented:

Tax Years Ended

federal taxes at statutory rate

$ ( 1,440,858 )

Effective January 1, 2025, the Company adopted

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 740”), on a prospective basis in

accordance with the standard’s transition guidance.

As required under ASU 2023-09, the rate reconciliation for the current

year is presented using the new prescribed categories and enhanced disaggregation to provide greater transparency into the factors affecting

the Company’s effective tax rate for continuing operations.

The following table presents the Company’s income tax rate reconciliation

on continuing operations for the year ended December 31, 2025, prepared in accordance with the disclosure requirements of ASU 2023-09.

December 31, 2025

Federal Statutory Tax Rate

$ ( 3,695,382 )

Foreign Tax Effects

Changes in Valuation Allowances

Nontaxable or Nondeductible Items

Equity offering costs

Other nontaxable or nondeductible items

Other Adjustments

Effective Tax Rate

As a result of the Company’s prospective

adoption of ASU 740, the rate reconciliation table presented above for the year ended December 31, 2025 reflects the new prescribed categories

and enhanced disaggregation required under the updated disclosure framework.

In accordance with the transition guidance, the Company did

not elect retrospective application;

therefore, the comparative periods that follow are presented in the legacy ASC 740 format applicable

to those historical periods.

The Company continues to apply FASB ASC Topic 740, Income Taxes, in the computation and presentation of its

income tax provision, and the enhanced ASU 740 disclosure requirements apply solely to the current year rate reconciliation.

The following

table presents the reconciliation of the income tax provision (benefit) for prior periods using the legacy ASC 740 disclosure format

for continuing operations.

federal taxes at statutory rate

( 1,440,858 )

Foreign Taxes

Regulation-A Costs

Stock registration expenses

Goodwill Impairment

Non-Controlling Interest

Other permanent differences

7 unchanged sentences

Net operating loss carryforwards

Charitable Contributions

Section 174 capitalization

Property and equipment

Stock compensation

Other deferred tax assets

Gross deferred tax assets

2 unchanged sentences

( 4,951,573 )

( 1,592,835 )

Net deferred tax assets

1 unchanged sentence

Property and equipment

( 2,052,306 )

Gross deferred tax liabilities

( 2,053,252 )

Net deferred tax liabilities

Net deferred taxes

Cash paid for incomes taxes (net of refunds) are

as follows for the year ended December 31, 2025:

Total income taxes paid, net

The Company accounts for income taxes under the

2 unchanged sentences

Under this method, the Company determines deferred tax assets and liabilities

on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in

on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in

effect for the year in which the differences are expected to reverse.

7 unchanged sentences

The valuation allowance changed by $ 3.1 million, during the year ended December 31,

For the period ended December 31, 2024, we had a total carryover of Federal

Net Operating Losses (“NOLs”) of $ 22,085,100 .

The Company’s NOLs were generated after the rules of the Tax Cuts and

Jobs Act (“TCJA”) became effective on January 1, 2018.

The NOLs do not expire but are subject to the 80 % limitation.

has a State and city Net Operating Loss carryover of $ 32,986,420 .

For the period ended December 31, 2025, reAlpha Tech Corp.

carryover of Federal Net Operating Losses (“NOLs”) of $ 36.2 million.

The Company’s NOLs were generated after the rules

of the Tax Cuts and Jobs Act (“TCJA”) became effective on January 1, 2018.

The NOLs do not expire but are subject to the 80 %

The Company has a State NOL carryover of $ 36.4 million.

These NOLs are subject to various limitations and expiration dates.

19 unchanged sentences

The Company does not have any tax audits pending in the United States.

‘The Inflation Reduction Act of 2022 was signed

into law August 16, 2022, and includes significant legislation addressing taxes, inflation, climate change and renewable energy incentives,

and healthcare.

Key tax provisions include a 15 % corporate minimum tax, clean energy incentives, and a 1 % excise tax on stock buybacks.

The Company does not expect the provisions of such legislation to have any impact on the effective tax rate of the Company but will continue

to evaluate the tax effects should any provisions become applicable to the Company.

Change to Internal Revenue Code Section 174 under

the 2017 Tax Cuts and Jobs Act went into effect during 2022.

The revised code no longer permits a deduction for research and development

expenditures in the tax year that such costs incurred.

Instead, such costs must be capitalized and amortized over five or 15 years for

and foreign costs, respectively.

The Company capitalized such costs in its tax years ended December 31, 2023 and April 30, 2023 income

tax provision and return, respectively.

The Inflation Reduction Act of 2022 was

signed into law August 16, 2022, and includes significant legislation addressing taxes, inflation, climate change and renewable energy

incentives, and healthcare.

Key tax provisions include a 15 % corporate minimum tax, clean energy incentives, and a 1 % excise tax on stock

The Company does not expect the provisions of such legislation to have any impact on the effective tax rate of the Company but

will continue to evaluate the tax effects should any provisions become applicable to the Company.

On July 4, 2025, the One Big Beautiful Bill Act

(“OBBBA”) was enacted as Public Law 119-21.

The legislation implements several amendments to the Internal Revenue Code, including

the permanent extension of 100 percent bonus depreciation for qualified property and research and development expenditures, as well as

revisions to expensing rules applicable to certain structures.

The Act also includes modifications affecting corporate tax administration,

such as adjustments to the Employee Retention Credit (ERC), changes to Opportunity Zone related provisions, and the scheduled expiration

or modification of certain business-related clean energy credits.

The Company has evaluated the corporate income

tax effects of the OBBBA in the period of enactment.

In connection with the Act’s modifications to business expensing and R&D

cost recovery, the Company has accelerated amortization for its domestic research and experimental expenditures pursuant to Section 174,

consistent with the Act’s statutory framework governing the timing and characterization of such costs.

The resulting adjustments

have been reflected in the Company’s measurement of current and deferred income tax assets and liabilities.

Based on its analysis,

the Company determined that the enactment of the OBBBA did not have a material impact on its consolidated financial statements for the

year ended December 31, 2025.

The Company will continue to monitor regulatory and administrative guidance issued under the Act.

The Organization for Economic Co-operation and

10 unchanged sentences

of such legislative changes in future financial statements as appropriate.

The following table summarizes net operating loss carryforwards and

the related valuation allowance as of December 31, 2025 and 2024.

December 31, 2025

December 31, 2024

Valuation Allowance Increase

Federal NOL Carryforward

City of Dublin, OH NOL Carryforward

City of Dublin, OH NOL Carryforward, OH NOL Carryforward

State of Ohio NOL Carryforward

City of Columbus, OH NOL Carryforward, OH NOL Carryforward

Florida NOL Carryforward

Note 5 - Business Combinations

Acquisition of Naamche Inc.

and Naamche Inc.

On May 6, 2024 , we completed our acquisitions

of Naamche, Inc.

Naamche”) and Naamche, Inc.

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

As a result, we own 100 % of the issued and outstanding shares of capital stock of Naamche, and both entities are

wholly-owned subsidiaries of the Company.

We acquired Naamche to assist the Company with the research and development of its proprietary

AI algorithms and other technologies.

The purchase price consisted of (i) a $ 50,000

cash payment, (ii) 225,000 restricted shares of common stock to be issued within 9 months from the closing date of the acquisitions subject

to terms and conditions specified herein, and (iii) $ 450,000 in cash, payable over a 3-year period following the closing date of the acquisitions

based on the achievement by Naamche of specified revenue-based targets.

The table below represents the final purchase

Acquisitions during the year ended December 31,2025

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.

The table below represents the preliminary purchase

price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.

Period Adjustment

Final Purchase

Price Allocation

Cash & Cash Equivalents

Accounts Receivable

Other Current Assets

Net Property Plant & Equipment

Intangible assets

Accounts Payable

Accrued Expenses

Dividend Payable

Long Term Loans

Other current liabilities

Net assets acquired

$ ( 402,756 )

(1) During the measurement period, the Company recorded a measurement period

adjustment to the preliminary purchase price allocation (“PPA”).

This adjustment reduced goodwill due to eliminating intercompany

transactions affecting the PPA and removed previously recognized contingent consideration, which was recorded as compensation expense

under ASC 805.

As part of the acquisition completed on February 20, 2025, the Company

recorded the deferred cash consideration of $ 1,344,750 at its present value in accordance with ASC 805, Business Combinations (“ASC

The present value was calculated using the Company’s estimated cost of capital and is classified as a Level 3 liability

within the fair value hierarchy.

Rescission of GTG Financial Acquisition

On the Rescission Date, GTG Financial exercised

its right to rescind the Securities Purchase Agreement originally executed on February 20, 2025.

As part of the rescission, the shares

of the Company’s series A convertible preferred stock (the “Series A Preferred Stock”) and common stock previously issued

were returned and cancelled, and all obligations, such as the deferred cash, and contingent consideration, were extinguished.

In accordance

with ASC 810 Consolidation (“ASC 810”), the Company recognized gain on deconsolidation of $ 94,071 in the unaudited condensed

consolidated statement of operations and comprehensive loss.

The gain represents the difference between the carrying amounts of GTG Financial’s

net assets derecognized and the carrying amounts of the consideration cancelled.

No market transaction occurred at the Rescission Date.

Accordingly, amounts were measured at carrying value.

In accordance with ASC 810, the rescission was

accounted for as a deconsolidation, with GTG Financial’s assets, liabilities, equity balances, and results of operations removed

from the Company’s unaudited financial statements as of the Rescission Date.

No remeasurement was required, as the Company did not

retain any equity interest or other investment in GTG Financial following the rescission.

As the rescission involved the cancellation

of shares and extinguishment of obligations without a market transaction, all amounts were measured at their carrying values.

The transaction

was not conducted with a related party, and GTG Financial is not considered a related party after the rescission.

Acquisition of Prevu, Inc.

On November 21, 2025 (the “Closing Date”),

the Company completed the acquisition of Prevu, Inc.

(“Prevu”), a Delaware corporation, pursuant to an Agreement and Plan

of Merger (the “Merger Agreement”) by and among the Company, reAlpha Merger Sub, Inc., a wholly owned subsidiary of the Company

(“Merger Sub”), Prevu, and the stockholder representative.

In accordance with the Merger Agreement, Merger Sub merged with

and into Prevu, with Prevu surviving as a wholly owned subsidiary of the Company (the “Merger”).

The transaction was accounted

for as a business combination under ASC 805, with the Company identified as the accounting acquirer.

Pursuant to the terms of the Merger Agreement

and related transition arrangements, the Company paid total purchase consideration of $ 4,500,000 .

The consideration consisted of (i) $ 750,000

in cash paid at closing, net of applicable withholding taxes, (ii) approximately $ 1,250,000 in shares of the Company’s common stock

issued at closing and valued based on the arithmetic average of the closing price of the Company’s common stock for the ten consecutive

trading days ending on and including the trading day that is two trading days prior to the execution of the Merger Agreement which was

$ 0.4998 , (iii) $ 2,500,000 in deferred payments payable in four equal tranches over an 18-month period following the Closing Date, payable,

at the Company’s election, in cash or shares of the Company’s common stock based on the volume-weighted average price of the

Company’s common stock at the time of issuance, and (iv) transition and severance consideration payable to a former executive of

Prevu, consisting of cash and equity awards, which was accounted for as part of the purchase consideration in accordance with ASC 805.

We estimated fair values on the acquisition date,

for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection

with the Prevu acquisition subject to measurement period adjustments.

We obtained a purchase price allocation report from a consulting

firm to assist in finalizing the fair value of assets acquired and liabilities assumed.

The table below represents the preliminary purchase

price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.

Intangible assets

Other current liabilities

Net assets acquired

The determination of the fair value for the acquired

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weighted by the respective proportions of equity and debt in the overall capital structure.

For the fair valuation of trademarks and trade

names, the relief from royalty method was applied.

Customer and other relationships were valued through the multi-period excess earnings

model (“MPEEM”), which calculates the present value of excess earnings attributed to these relationships over their estimated

remaining useful life.

Assembled workforce is not recognized separately from goodwill, as it lacks separability and contractual nature.

The final purchase price allocation includes $ 26,000

of acquired identifiable intangible assets, all of which have finite lives.

The intangible assets are being amortized over their estimated

useful lives on a straight-line basis.

The determination of useful lives is based upon various industry studies, historical acquisition

experience, and economic factors.

The purchase price allocation to identifiable

intangible assets acquired subject to amortization consists of the following:

(in years) Gross

Value Accumulated

Amortization Net Book

Definite Lived Intangible Assets:

Trademarks and trade names 5 $ 8,500 $ 1,118 $ 7,382

Customer and other relationships 6 17,500 1,918 15,582

Balance, December 31, 2024 $ 26,000 $ 3,036 $ 22,964

We estimate amortization expense for the next

five years and beyond will be as follows:

Years Ending December 31:

Acquisition of AiChat Pte.

On July 12, 2024, we entered into a Business Acquisition

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

(“AiChat”), AiChat10X Pte.

Ltd., and Kester Poh Kah Yong, pursuant to which we acquired 85 % of AiChat’s ordinary shares, with the remaining 15 % to be acquired

by June 30, 2025.

AiChat is an AI-powered company offering conversational customer experience solutions.

The total purchase price to acquire 100 % of AiChat

is $ 1,140,000 , which consists of:

(i) $ 312,000 in restricted common stock, issuable by January 1, 2025;

(ii) $ 588,000 in restricted common

stock, issuable by April 1, 2025, subject to adjustments set forth in the Business Acquisition Agreement;

and (iii) $ 240,000 in restricted

common stock, issuable by December 1, 2025.

The table below represents the final purchase

price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.

Cash & cash equivalents

Accounts receivable

Other current assets

Net property plant & equipment

Intangible assets

Accounts payable

Accrued expenses

Other current liabilities

Net assets acquired

The determination of the fair value for the acquired

business employed the income approach, specifically the DCF method.

This method involves assessing the present value of anticipated future

cash flows from the acquired business.

These cash flows are discounted at the WACC, which represents the necessary return on the combined

entity’s equity and debt.

The WACC is weighted by the respective proportions of equity and debt in the overall capital structure.

For the fair valuation of developed technology, the relief from royalty

method was applied.

The estimation of the economic useful life of these assets took into account factors outlined in ASC 350.

and trade names fair value was determined using the relief from royalty method.

Customer and other relationships were valued through MPEEM,

which calculates the present value of excess earnings attributed to these relationships over their estimated remaining useful life.

workforce is not recognized separately from goodwill, as it lacks separability and contractual nature.

The final purchase price allocation includes $ 1,135,000

Purchase Price Allocation

The acquisition was accounted for as a business combination in accordance

with ASC 805.

The purchase price allocation above was allocated to the tangible and intangible assets acquired and liabilities assumed

based on management estimated fair values as of the acquisition date.

Goodwill was calculated as the excess of the consideration transferred

over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not

be individually identified and separately recognized.

Trademarks and trade names fair value was determined

using the relief from royalty method.

For the fair valuation of developed technology, the relief from royalty method was applied.

estimation of the economic useful life of these assets took into account factors outlined in ASC 350.

Assembled workforce is not recognized

separately from goodwill, as it lacks separability and contractual nature.

The preliminary purchase price allocation includes

$ 1,474,241 of acquired identifiable intangible assets, all of which have finite lives.

The intangible assets are being amortized over their estimated

useful lives on a straight-line basis.

The determination of the useful lives is based upon various industry studies, historical acquisition

experience, economic factors, and future forecasted cash flows of the Company following the acquisition of AiChat.

Additionally, as part of the acquisition of AiChat,

we committed to purchase 55,710 ordinary shares of AiChat at a cost of $ 60,000 , payable at the transaction’s closing.

we also agreed to purchase an additional 222,841 ordinary shares of AiChat for $ 240,000 .

The specific dates for these payments are outlined

in the Business Acquisition Agreement.

The purchase price allocation to identifiable

intangible assets acquired subject to amortization consists of the following:

The intangible assets are being amortized

over their estimated useful lives on a straight-line basis.

The determination of the useful lives is based upon various industry studies,

historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of Prevu.

(in years) Gross

Value Accumulated

Amortization Net Book

Value Amortization Net Book

Definite Lived Intangible Assets:

1 unchanged sentence

Trademarks and trade names 10 631,818 6,924 624,894

Customer and other relationships 10 63,000 2,969 60,031

Balance, December 31, 2025 $ 1,474,241 $ 16,156 $ 1,458,085

2 unchanged sentences

Years Ending December 31:

Pro-Forma Information (Unaudited)

The unaudited pro forma information for the periods

presented below gives effect to (i) the acquisitions of Prevu, reAlpha Mortgage, AiChat, and reAlpha Nepal as if such acquisitions had

occurred on January 1, 2024, the beginning of the earliest period presented, and (ii) the acquisition of Prevu as if it had occurred on

January 1, 2025.

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results

of operations that would have been achieved had these acquisitions been consummated on those dates.

The unaudited pro forma financial

information does not reflect potential cost savings, operating synergies, or integration costs that may result from the acquisitions.

Year ended December 31,

Acquisitions during the year ended December 31,2024

Acquisition of Naamche Inc.

and Naamche Inc.

In May 2024, the Company acquired all outstanding

equity interests of Naamche Inc.

and Naamche Inc.

(collectively, “Naamche”), entities engaged in the development

of artificial intelligence technologies.

The total purchase consideration was $ 0.12 million, of which $ 0.05 million was paid in cash.

The Company recorded goodwill of approximately $ 0.09 million, primarily attributable to expected synergies and future growth opportunities.

The Company also recorded intangible assets of approximately $ 0.02 million, consisting of trademarks and trade names with a useful life

of five years and customer relationships with a useful life of six years .

Acquisition of AiChat Pte.

In July 2024, the Company acquired AiChat Pte.

(“AiChat”), an AI-powered conversational customer experience solutions provider.

The total purchase consideration was

approximately $ 1.14 million, of which no cash consideration was paid.

The Company recorded goodwill of approximately $ 1.70 million, primarily

attributable to expected synergies and the assembled workforce.

The Company also recorded intangible assets of approximately $ 1.13 million,

consisting of developed technology with a useful life of five years , trademarks and trade names with a useful life of nine years , and

customer relationships with a useful life of ten years .

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

Be My Neighbor)

On September 8, 2024, we entered into a Membership

Interest Purchase Agreement (the “MIPA”) with Debt Does Deals, LLC (d/b/a Be My Neighbor) (“Be My Neighbor” or

“BMN”), a Texas-based mortgage brokerage, and its sellers, Christopher Bradley Griffith and Isabel Williams (collectively,

the “Sellers”).

In accordance with the MIPA, we acquired 100 % of the membership interests of Be My Neighbor that were outstanding

prior to the consummation of the acquisition.

The purchase price was $ 6,000,000 , consisting

(i) $ 1,500,000 in cash to the Sellers based on their ownership percentages;

(ii) $ 1,500,000 in restricted common stock, or 1,146,837

shares valued at $ 1.31 per share, to be issued within 90 days of closing, allocated proportionally to each of the Sellers’ membership

interests in Be My Neighbor;

and (iii) up to $ 3,000,000 in potential earn-out payments, subject to BMN’s achievement of certain

financial metrics set forth in the MIPA.

The table below represents the final purchase

price allocation to total assets acquired and liabilities assumed and the associated estimated useful lives as of the acquisition date.

Initial Amounts

acquisition date

Final Purchase

Price Allocation

Cash & cash equivalents

Accounts receivable

Intangible assets

Accounts payable

Other current liabilities

Net assets acquired

(1) During the measurement period, adjustments were made to the

recorded value of goodwill based on the newly available information regarding the fair values of the acquired assets and liabilities.

The determination of the fair value for the acquired

business employed the income approach, specifically the DCF method.

This method involves assessing the present value of anticipated future

cash flows from the acquired business.

These cash flows are discounted at the WACC, which represents the necessary return on the combined

entity’s equity and debt.

The WACC is weighted by the respective proportions of equity and debt in the overall capital structure.

For the fair valuation of trademarks and trade

names the relief from royalty method was applied.

Assembled workforce is not recognized separately from goodwill, as it lacks separability

and contractual nature.

The final purchase price allocation includes $ 1,434,000

of acquired identifiable intangible assets, all of which have finite lives.

The intangible assets are being amortized over their estimated

useful lives on a straight-line basis.

The determination of the useful lives is based upon various industry studies, historical acquisition

experience, economic factors, and future forecasted cash flows of the Company following the acquisition of Be My Neighbor.

The purchase price allocation to identifiable

intangible assets acquired subject to amortization consists of the following:

(in years) Gross

Value Accumulated

Amortization Net Book

Definite Lived Intangible Assets:

Trademarks and trade names 15 $ 1,434,000 $ 29,859 $ 1,404,141

Balance, December 31, 2024 $ 1,434,000 $ 29,859 $ 1,404,141

We estimate amortization expense for the next

five years and beyond will be as follows:

Years Ending December 31:

In September 2024, the Company acquired 100 % of

the membership interests of Debt Does Deals, LLC, doing business as Be My Neighbor (“BMN”), a Texas-based mortgage brokerage

The total purchase consideration was approximately $ 6.00 million, of which $ 1.5 million was paid in cash.

The Company recorded

goodwill of approximately $ 2.38 million, primarily attributable to expected synergies and expanded market opportunities.

The Company also

recorded intangible assets of approximately $ 1.43 million, consisting of trademarks and trade names with a useful life of fifteen years.

Acquisition of Hyperfast Title, LLC

On July 24, 2024, we acquired 85 % of the membership

interests of Hyperfast Title LLC (“Hyperfast”), a Florida-based title insurance provider, through a membership interest purchase

agreement for an aggregate purchase price of $ 21,250 .

This transaction resulted in an increase in goodwill of $ 25,054 .

Acquisition of USRealty, LLC

In November 2024, the Company entered into agreements

related to the acquisition of USRealty Brokerage Solutions, LLC and an investment in Unreal Estate Inc.

As part of these agreements the Company agreed

to provide $ 250,000 in in-kind services as consideration for the acquisition of USRealty Brokerage Solutions, LLC.

These services were

to be delivered over a one-year period.

The Company also entered into a Letter Agreement to purchase $ 600,000 in convertible promissory

notes from Unreal Estate Inc., to be paid in six installments.

Only the first installment of $ 60,000 was made at closing.

On March 19, 2025, the Company entered into a

Mutual Settlement and Release Agreement (the “Settlement Agreement”) with Unreal Estate Inc.

(“Unreal Estate”),

resolving certain claims and disputes related to the previously disclosed Membership Interest Purchase Agreement, Letter Agreement, and

convertible promissory note (collectively, the “Agreements”).

Pursuant to the Settlement Agreement, the Company agreed to

pay Unreal Estate a one-time cash amount of $ 80,000 .

In exchange, Unreal Estate released the Company from any further obligations under

the Agreements, including the Company’s obligation to purchase additional convertible promissory notes.

The Company retained full

ownership and control of the membership interests in USRealty Brokerage Solutions, LLC previously acquired from Unreal Estate.

of the Settlement Agreement, the outstanding $ 60,000 convertible promissory note was cancelled, and the Letter Agreement was terminated.

The parties also executed a mutual release of claims, subject to limited exceptions, and the Settlement Agreement includes customary representations,

warranties, and covenants.

The $ 60,000 first installment and $ 80,000 one-time

cash payment were expensed as of year-end as a type 1 subsequent event and recorded as operating expense in the consolidated statement

of operations for the year ended December 31, 2024.

In July 2024, the Company acquired 85 % of the

membership interests of Hyperfast Title LLC (“Hyperfast”), a Florida-based title insurance provider.

The total purchase consideration

was $ 0.02 million, all of which was paid in cash.

The Company recorded goodwill of approximately $ 0.02 million, primarily attributable

to expected operational synergies and expanded market opportunities.

No significant identifiable intangible assets were recognized as

part of the acquisition.

Note 6 - Property and equipment, net

in property and equipment consisted of the following as of December 31, 2024.

Property and equipment, net consisted of the following as

of December 31, 2025.

Furniture and fixtures

Total investment in property & equipment

in property and equipment consisted of the following as of December 31, 2023

in property and equipment other than held for sale

$ ( 107,396 )

Property and equipment, net consisted of the following as of December 31, 2024.

Furniture and fixtures

Total investment in property & equipment

in property and equipment held for sale

Buildings and building improvements

Furniture and fixtures

Total investment in real estate

The Company recorded depreciation expenses of

$ 24,891 and $ 64,545 for the periods ended December 31, 2024 and December 31, 2023, respectively.

The Company recorded depreciation expense of $ 28,050 for the year ended December 31, 2025, and $ 24,891 for the year ended 2024.

Note 7 - Capitalized Software Development Costs,

Work In Progress

As of December 31, 2024, the Company continues

to assess the carrying amount of capitalized software for impairment, considering expected future benefits and cash flows to determine

recoverability.

December 31, 2024

December 31, 2023

Intangibles & Expenses (2)

Capitalized Software Development costs, work in progress

$ ( 202,968 )

$ ( 1,046,761 )

$ ( 202,968 )

$ ( 1,046,761 )

(1) During year-end 2024, the Company performed an assessment of capitalized

software for impairment.

As a result, the Company impaired Work-in-Progress (“WIP”) related to reAlpha HUMINT and our technology

for completing Syndications due to no further development and lack of use cases.

The impaired amount was removed from the carrying value

of WIP and recorded as an impairment expense in the financial statements.

(2) On August 20, 2024, the Company reclassified a portion of WIP to intangible

assets, specifically:

$ 156,800 to GENA, $ 593,843 to the reAlpha platform and also reclassified the additions made to Claire post reclassification

of $ 150,372 .

Both Claire and GENA began amortization over five years starting August 20, 2024, in accordance with ASC 350 and also includes

reclassification of capitalized cost of $ 145,746 to expenses during the period ended December 31, 2024.

The Company adheres to ASC 350-40 for the capitalization of software

development costs.

During the year ended December 31, 2025, the Company impaired the carrying amount of capitalized software due to the

discontinuation of further development and the software becoming obsolete.

The Company recognized impairment of $ 105,900

and $ 202,968 for the years ended December 31, 2025, and 2024, respectively.

Note 8 - Goodwill and Intangible Assets

6 unchanged sentences

unit below its carrying amount.

During the measurement period, the Company recorded

an adjustment of $ 138,438 related to the Be My Neighbor acquisition, reflecting refinements in the fair value assessment of acquired liabilities.

Additionally, the Company assessed the Rhove acquisition

for impairment and determined that an impairment charge was necessary.

The impairment evaluation considered factors such as changes in

expected future cash flows and market conditions affecting the acquired assets.

The impairment expense has been recognized in the financial

statements accordingly.

Changes in the carrying amount of goodwill were

Changes in the carrying amount of goodwill during

the year ended December 31, 2025, were as follows:

Technology Services

Rental Business

Homebuying Services

Balance at January 1, 2025

Goodwill acquired, net of purchase price adjustments (1)

Goodwill impairment

Goodwill acquired

Goodwill measurement period adjustment (1)

Goodwill derecognized due to rescission (2)

( 1,963,657 )

Goodwill measurement period adjustment

Balance at December 31, 2025

(1) Includes goodwill related to Naamche, AiChat, Be My Neighbor, and Hyperfast acquisitions.

(1) The goodwill measurement period adjustment includes (i) a

reduction of $ 835,866 related to the GTG Financial acquisition primarily due to the finalizing of the equity issuance valuation, and

(ii) a reduction of $ 2,905 related to the reAlpha Mortgage acquisition resulting from updated purchase price allocation estimates.

(2) $ 1,963,657 goodwill initially recognized in connection with the acquisition of GTG Financial was fully cancelled on the Rescission Date.

As a result, no goodwill related to GTG Financial remains on the Company’s audited consolidated balance sheet.

( See “Note 5 – Business Combinations” for further information.)

The components of intangible assets, all of which

are finite-lived, are as follows:

The components of intangible assets as of December

31, 2025, all of which are finite lived, are as follows:

December 31, 2025

2 unchanged sentences

Developed technology

$ ( 688,886 )

Trademarks and trade names

1 unchanged sentence

$ ( 515,120 )

Following this reclassification, during the fourth

quarter of 2024, the Company capitalized an additional $150,372 in significant platform improvements to the reAlpha platform (Claire).

These improvements were enhancements without significant changes to the platform’s useful life, rather than costs incurred during

the application development stage.

The Company recorded amortization expenses of $ 441,800 and $ 259,038 for

the year ended December 31, 2024, and December 31, 2023, respectively.

$ ( 700,839 )

During the year ended December 31, 2025, the Company

recorded an impairment loss of $ 114,116 related to its developed technology intangible asset associated with GENA, an artificial intelligence

platform, which became obsolete based on management’s assessment of its recoverability.

The impairment loss is included in “Impairment

of capitalized software” in the consolidated statements of operations.

The Company recorded amortization expenses of $ 515,120 and

$ 441,800 for the year ended December 31, 2025, and year ended December 31, 2024, respectively

The following table outlines the estimated future

1 unchanged sentence

Years Ending December 31:

In accordance with Accounting Standard Codification (“ASC”)

350, Intangibles—Goodwill and Other (“ASC 350”), the Company is required to evaluate goodwill for impairment at least

annually, or more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be less than its

carrying amount.

ASC 350 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that

goodwill is impaired;

however, an entity may elect to bypass the qualitative assessment and proceed directly to a quantitative impairment

For the year ended December 31, 2025, the Company elected to forego the qualitative assessment and performed a quantitative goodwill

impairment test in accordance with ASC 350-20.

The quantitative impairment test was performed

using an income approach to estimate the fair value of each reporting unit.

Under this approach, fair value was derived based on projected

operating performance, with the terminal value estimated using a perpetual growth rate.

Discounting was performed using each reporting

unit’s weighted average cost of capital, which reflects the relative weighting of equity and debt financing and the risks associated

with the reporting unit’s operations.

Key assumptions used in the impairment analysis

included projected revenue growth, expected operating margins, terminal value assumptions derived using a perpetual growth rate, and discount

rate inputs used in the determination of the weighted average cost of capital, including risk-free interest rates, equity risk premiums,

beta, liquidity premiums, and credit risk considerations.

Based on the results of the quantitative impairment

analysis, the estimated fair values of the Company’s reporting units, including reAlpha Nepal, AiChat, and reAlpha Mortgage, exceeded

their respective carrying amounts as of December 31, 2025.

Accordingly, no goodwill impairment was recorded for the year ended December

Note 9 - Notes Payable

On August 14, 2024, we entered into a note purchase

agreement with Streeterville Capital, LLC (“Lender”) pursuant to which we issued and sold a secured promissory note in the

original principal amount of $ 5,455,000 .

The note carries an original issue discount of $ 435,000 , and we paid $ 20,000 to cover the Lender’s

legal and transaction costs, reducing the purchase price received by us to $ 5,000,000 .

Interest accrues at 8 % annually, and the unpaid

amount, interest, fees, and late fees are due 18 months after issuance.

The note and agreement include terms like the Lender’s ability

to redeem a portion of the note, events of default, penalties, restrictive covenants on our ability to issue certain securities, a “most

favored nation” provision.

Additionally, Rhove, Be My Neighbor, and our U.S.

subsidiaries signed security and intellectual property

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

subsidiaries also guaranteed all of the Company’s obligations under the note and

What changed 10-K

Item 9A. Controls and Procedures