What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-28 compared with 2025-11-12 · 890 added, 918 removed, 298 unchanged (86% of the section changed)

2 unchanged sentences

and Subsidiaries

Condensed Consolidated Balance Sheet

September 30, 2025 (Unaudited) and December

September 30,

Condensed Consolidated

Balance Sheet

March 31, 2026

(Unaudited) and December 31, 2025

Current Assets

Accounts receivable, net

Receivable from related parties

Prepaid expenses

Current assets of discontinued operations

Pre-paid expenses

Other current assets

Escrow deposit

Total current assets

1 unchanged sentence

Property and equipment, net

Other long term assets

Intangible assets, net

Capitalized software development - work in progress

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current Liabilities

5 unchanged sentences

Deferred liabilities- current portion

Deferred revenue

Total current liabilities

Long-Term Liabilities

Embedded derivative liability

Preferred stock liability

Other long term loans - related parties - net of current portion

Derivative liability

Other long-term loans - unrelated parties - net of current portion

Note payable, net of discount

Other long term liabilities

Deferred liabilities - net of current portion

Contingent consideration

Total liabilities

Stockholders’ Equity (Deficit)

Mezzanine Equity

Preferred Stock, $ 0.001 par value;

5,000,000 shares authorized) 1,000,000 shares designated as Series A Convertible Preferred Stock;

250,000 and 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

5,000,000 shares authorized, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock;

256,125 and 250,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Stockholders’ Equity

Common stock, $ 0.001 par value;

200,000,000 shares authorized, 103,050,651 shares outstanding as of September 30, 2025;

200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024)

Common stock to be issued

200,000,000 shares authorized, 134,118,789 and 131,740,675 shares outstanding as of March 31, 2026;

and December 31, 2025, respectively.

Additional paid-in capital

2 unchanged sentences

( 55,980,534 )

Accumulated other comprehensive (loss) income

Accumulated other comprehensive (loss)

Total stockholders’ equity of reAlpha Tech Corp.

1 unchanged sentence

Total stockholders’ equity

TOTAL LIABILITIES AND STOCK HOLDERS’ EQUITY

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

reAlpha Tech Corp.

and Subsidiaries

Condensed Consolidated Statements of Operations

and Comprehensive Loss

For the Three and Nine Months Ended September

30, 2025 and 2024 (unaudited)

For the Three Months Ended

For the Nine Months Ended

September 30,

Cost of revenue

Operating Expense

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31, 2026 and 2025 (Unaudited)

Cost of revenues

Operating Expenses

Wages, benefits and payroll taxes

Repairs and maintenance

Dues and subscriptions

Marketing and advertising

1 unchanged sentence

Depreciation and amortization

Impairment of capitalized software

Other operating expense

Total operating expense

Other operating expenses

Total operating expenses

Operating Loss

1 unchanged sentence

( 2,422,258 )

( 11,411,440 )

( 3,920,409 )

Other Expense (Income)

1 unchanged sentence

Interest expense, net

Change in fair value of preferred stock liability and embedded derivative liability

Change in fair value of derivative liability

Other expense, net

3 unchanged sentences

( 2,850,167 )

( 12,741,692 )

( 4,792,265 )

Income tax (expense) benefit

4 unchanged sentences

$ ( 2,850,167 )

Discontinued operations (Roost and Rhove)

Loss from operations of discontinued operations

Income tax benefit

Loss on discontinued operations

$ ( 203,666 )

$ ( 5,781,324 )

$ ( 2,098,574 )

$ ( 12,741,692 )

$ ( 4,995,931 )

Net Income (Loss) Attributable to Non-Controlling Interests

2 unchanged sentences

$ ( 2,849,758 )

Preferred stock dividend

Net Loss Attributable to Common Stockholders

$ ( 4,375,623 )

$ ( 2,849,942 )

Other comprehensive income (loss)

Other comprehensive income

Foreign currency translation adjustments

Total other comprehensive income (loss)

Comprehensive Loss Attributable to Controlling Interests

$ ( 5,765,359 )

$ ( 2,132,465 )

Total other comprehensive (Loss) income

Comprehensive Loss Attributable to Common Stockholders

$ ( 4,371,272 )

2 unchanged sentences

Continuing operations

Discontinued operations

Net Loss per share — basic

1 unchanged sentence

Continuing operations

Discontinued operations

Net Loss per share — diluted

3 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Changes

in Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended September

30, 2025, and 2024 (unaudited)

Preferred Stock

Comprehensive

Stockholders’

Balance at December 31, 2023

$ ( 12,237,885 )

( 1,418,980 )

( 1,419,045 )

Balance at March 31, 2024

$ ( 13,656,865 )

( 1,478,329 )

( 1,478,312 )

Common stock issuance to employees & directors

Common stock issuance for Naamche acquisition

RTC India - non- controlling interests

Balance at June 30, 2024

$ ( 15,135,194 )

( 2,098,548 )

( 2,098,574 )

Other comprehensive loss

Common stock issuance for Naamche acquisition

Common stock issuance for reAlpha Mortgage acquisition

Common stock issuance for AiChat acquisition

Common stock issuance for services

Common stock issuance for employees

Common stock issuance to AiChat employees

Hyperfast - Non-Controlling Interest

RTC India - Non-Controlling Interest

Balance at September 30, 2024

( 17,233,742 )

Preferred Stock

Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit)

For the Three Months

Ended March 31, 2026, and 2025 (Unaudited)

Comprehensive

and Subsidiaries

Stockholders’

Balance at December 31, 2024

at December 31, 2024

$ ( 38,260,913 )

3 unchanged sentences

Other comprehensive loss

Common stock issuance to AiChat10X Pte.

Series A convertible preferred stock

Preferred stock dividend

Common stock issuance to AiChat10X

Common stock issuance through ATM

Common stock issuance to Streeterville Capital, LLC

Stock-based compensation

Balance at March 31, 2025

$ ( 41,110,855 )

Common stock issuance to Streeterville

March 31, 2025

( 41,110,855 )

December 31, 2025

( 55,980,534 )

3 unchanged sentences

Other comprehensive loss

Common stock issuance - Warrants exercised

Common stock issuance for GTG acquisition

Common stock issuance to Employees

Common stock issuance to Streeterville Capital, LLC

Common stock issuance to Non- Employee

Shares issued through ATM

Stock-based compensation

Balance at June 30, 2025

$ ( 45,222,909 )

$ ( 113,356 )

$ ( 1,109,558 )

$ ( 1,100,480 )

( 5,782,641 )

( 5,781,324 )

Other comprehensive income

Common stock issuance - Public offering

Common stock issuance - RDO

Common stock issuance - Private Placement Warrants

Common stock issuance - Public offering Warrants exercised

Common stock cancellation for GTG rescission

Common stock issuance to Employees

Common stock issuance to Streeterville Capital, LLC

Common stock issuance to AiChat10X Pte.

Common stock issuance - ATM

Common stock issuance - RDO Placement Agent warrants exercised

Common stock issuance through ATM

Series A convertible preferred stock

Preferred stock dividend

Stock-based compensation

Common stock to be issued - Private Placement Warrants exercised

Balance at September 30, 2025

$ ( 51,008,326 )

Common stock issuance to Prevu

issuance to employees

March 31, 2026

( 60,356,156 )

1 unchanged sentence

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2025,

and 2024 (unaudited)

For the Nine Months Ended

September 30, 2025

September 30, 2024

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2026, and 2025 (unaudited)

Three Months Ended

Cash Flows from Operating Activities:

3 unchanged sentences

Depreciation and amortization

Impairment of capitalized software

Amortization of loan discounts

Amortization of loan discounts and origination fees

Common stock issued to non-employee

Stock based compensation - employees

Stock-based compensation - services

Change in fair value of contingent consideration

Loss on extinguishment of debt

Change in fair value of preferred stock liability and embedded derivative liability

Non-cash commitment fee expenses

Change in fair value of derivative liability

Non-cash marketing and advertising

Non-cash compensation expense - GTG Financial

Non-cash dividend payable on Series A convertible preferred stock

Gain on rescission of GTG acquisition

Loss/(gain) on sale of property and equipment

Loss/(gain) from equity method investment

Interest expense on deferred consideration

Loss from equity method investment

Changes in operating assets and liabilities

1 unchanged sentence

Receivable from related parties

Payable to related parties

Prepaid expenses

Pre-paid expenses

Other current assets

Accounts payable

Payable to related parties

Accrued expenses

Deferred liabilities

Deferred revenue

Total adjustments

4 unchanged sentences

Additions to property and equipment

Proceeds from sale of properties

Net cash acquired in business combination

Deconsolidation of GTG cash

Cash paid for acquisitions, net

Cash used for additions to capitalized software

Net cash used in investing activities

Net cash (used in) provided by investing

Cash Flows from Financing Activities:

Proceeds from issuance of debt

Payments of debt

( 5,409,086 )

Proceeds from issuance of debt- related parties

Proceeds from issuance of common stock

Debt extinguishment expenses

Payments of debt

Equity issuance expenses

Net cash provided by financing activities

Net increase in cash

Net cash provided by financing

Net decrease in cash

( 3,115,495 )

( 1,919,544 )

Effect of exchange rate changes on cash

2 unchanged sentences

Supplemental disclosure of cash flow information

Cash paid for interest

Noncash Investing and Financing Activities:

Preferred stock issuance - MMC transaction

Non-cash conversion of debt to equity – Streeterville Capital, LLC

Issuance of warrants to placement agents in connection with equity offerings

Interest expense

Non-cash Investing and Financing Activities:

Series A Convertible Preferred Stock issuance - MMC

Series A Convertible Preferred Stock issuance - GTG Financial

Deferred cash payments - GTG Financial

Deferred issuance of common stock - GTG Financial

Deferred issuance of common stock - Prevu

reAlpha Tech Corp.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

9 unchanged sentences

“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

1 unchanged sentence

At the core of the Company’s

strategy is the reAlpha platform, an AI-powered solution designed to simplify the home purchase process while generating revenue through

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”), Naamche, Inc.

(“Nepal Naamche” and together with U.S.

Naamche, “Naamche”), and AiChat

(“AiChat”) to expand its software development expertise and AI-driven engagement tools, and reAlpha Realty, LLC,

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

to provide real estate brokerage and closing services, which enable the Company to capture value across multiple stages of the transaction

During the three months ended September 30, 2025, the Company’s acquisition of GTG Financial, Inc.

“GTG Financial”) 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 is no longer a subsidiary of the Company as of August 21, 2025 (the “Rescission Date”) (see “Note 4 – Business

Combinations” for more information).

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.

(“AiChat”) 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 – Acquisition and Rescission of GTG Financial,

Inc.” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”),

filed on March 12, 2026, with the Securities and Exchange Commission (the “SEC”) for more information.

With its focus on AI technology and integrated

real estate services, the Company is creating a scalable, end-to-end, tech-enabled model for customers to buy a home.

Through strategic

acquisitions and innovations in its platform, the Company is expanding its market presence and diversifying revenue streams across real

estate, mortgage services, and AI-powered solutions.

The Company’s principal executive 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 unaudited condensed consolidated

financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

These unaudited condensed consolidated 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.

The accompanying unaudited condensed consolidated financial statements

have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

These unaudited

condensed consolidated 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 unaudited condensed consolidated

financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim financial reporting

on Form 10-Q.

Accordingly, they do not include all disclosures required by U.S.

generally accepted accounting principles (“U.S.

The accompanying unaudited condensed consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and the rules and regulations of the SEC applicable to interim financial reporting on Form 10-Q.

Accordingly, they do not 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 condensed 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 “Form 10-K”).

This summary of significant accounting policies

is presented to assist in understanding the Company’s financial statements.

In the opinion of management, all adjustments (consisting only of normal

recurring items) necessary for a fair presentation have been included.

The unaudited condensed consolidated balance sheet as of December

31, 2025, has been derived from the Company’s audited consolidated financial statements included in the Form 10-K.

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 unaudited condensed consolidated financial

statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

included in the Form 10-K.

Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal

year or any other future periods.

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 unaudited condensed consolidated financial statements contain all adjustments,

consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements.

These unaudited condensed

consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Form

The results of operations for the interim period are not necessarily indicative of the results to be expected for any future periods.

Use of Estimates

3 unchanged sentences

the reporting period.

In the opinion of management, all adjustments necessary in order to make the financial statements not misleading

have been included.

In the opinion of management, all adjustments necessary to make the financial statements not misleading have been

Actual results could differ from those estimates.

Business Promotion and Advertising Costs

The Company expenses advertising and marketing costs, including pre-paid

advertising arrangements, as they are incurred.

Advertising and marketing expenses were $ 1,261,980 and $ 518,939 for the three months ended

March 31, 2026, and 2025, respectively, of which $ 593,429 and $0 were related to the utilization of marketing credits obtained through

the issuance of Series A Convertible Preferred Stock, par value $ 0.001 per share (“Series A Preferred Stock”), respectively.

These costs are included in “Marketing and advertising” in the accompanying consolidated statements of operations and comprehensive

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

The Company accounts for related party transactions in accordance with

ASC 850, Related Party Disclosures (“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 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 business.

Transactions involving related parties cannot

6 unchanged sentences

Concentration of Credit Risks

Financial instruments that potentially subject

the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable.

September 30, 2025, the Company’s cash was held by financial institutions that management believes have acceptable credit.

Deposit Insurance Corporation insures balances up to $ 250,000 .

At times, the Company may maintain balances in excess of the federally

insured limits.

Accounts receivable 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 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 and current economic conditions to assess credit risk and expected loss reserves.

During the nine months ended September 30, 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 three months ended September 30, 2025 was recorded

based on updated receivables and risk profiles as of September 30, 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 nine months ended September 30, 2025.

The updated values are as

Opening balance, January 1, 2025

Provision for expected credit losses

Release of allowance for expected credit losses

Ending balance, September 30, 2025

There have been no material changes to the Company’s

significant accounting policies during the three and nine months ended September 30, 2025.

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 three months ended March 31, 2026 was recorded based on updated receivables

and risk profiles as of March 31, 2026.

The CECL reserve is netted against accounts receivable, net on the balance sheet.

The resulting

allowance for expected credit losses is not material to the unaudited condensed consolidated financial statements.

Foreign Currency Translation

The Company’s unaudited condensed 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.

Equity Method Investment

The Company accounts for investments in entities

in which the Company has significant influence over the entity’s financial and operating policies, but does not control, using the

equity method of accounting.

The equity method investment is initially recorded at cost and subsequently increased for capital contributions

and allocations of net income and decreased for capital distributions and allocations of net loss.

Equity in net income (loss) from the

equity method investment is allocated based on the Company’s economic interest.

The equity method investment is reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If it is determined that a loss

in value of the equity method investment is other than temporary, an impairment loss is measured based on the excess of the carrying amount

of an investment over its estimated fair value.

In September 2024, reAlpha AI Labs Inc., a subsidiary of the Company,

entered into a subscription agreement with Xmore AI, Inc.

(“XMore”) to purchase 2,500,000 shares of common stock for total

consideration of $ 125,000 , consisting of $ 100,000 in cash and $ 25,000 in in-kind services.

In June 2025, the subscription agreement was

amended to reduce the Company’s investment to $ 75,000 , consisting of $ 50,000 in cash and $ 25,000 in in-kind services, and the amount

of shares purchased by the Company was reduced to 1,184,210 shares.

The Company recorded its investment in Xmore under the equity method

in accordance with ASC 323, Investments—Equity Method and Joint Ventures.

Goodwill represents the excess of the cost of

an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed.

Goodwill is tested for impairment

at the reporting unit level at least annually, as of December 31, or more frequently when events occur and circumstances change that would

more likely than not reduce the fair value of a reporting unit below its carrying amount.

Accounting requirements provide that a reporting

entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed

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

If an initial qualitative assessment

identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative

assessment is not performed, a quantitative analysis is performed.

The quantitative goodwill impairment test is performed by calculating

the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount.

If the fair value of a reporting

unit exceeds its carrying amount, goodwill of the reporting unit is not impaired.

However, if the carrying amount of a reporting unit

exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded

on the reporting unit.

No such indicators of impairment were identified as of March 31, 2026.

(See “Note 6 - Goodwill and Intangible Assets” in the Form 10-K for further discussion of the Company’s goodwill impairment

Definite-lived Intangible Assets

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.

The Company’s definite-lived

intangible assets primarily consist of developed technology, trademarks and trade names, and customer relationships, which are amortized

on a straight-line basis over estimated useful lives ranging from 5 to 10 years, 5 to 15 years, and 6 to 10 years, respectively.

The 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 are amortized over

their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method

and estimated useful lives.

We periodically review the estimated useful lives of our definite-lived intangible assets and identify events

or changes in circumstances that may indicate revised estimated useful lives.

(See “Note 6 - Goodwill and Intangible Assets”

in the Form 10-K for further discussion of the Company’s goodwill impairment assessment).

Revenue Recognition

27 unchanged sentences

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 unaudited

condensed consolidated financial statements for periods after that date (see “Note 4 – Business Combinations” for

more information).

Naamche, a subsidiary of the Company that provides

services related to the development of technology, adheres to ASC 606 for revenue recognition, primarily from its service-based contracts.

This approach involves detailed identification of contracts with customers, determination of distinct performance obligations within these

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

Revenue is recognized as Naamche satisfies each performance

obligation, typically over time, reflecting the ongoing delivery and customer consumption of its tech-driven services.

GTG Financial, a mortgage brokerage company which was deconsolidated

on August 21, 2025, complied 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 unaudited condensed consolidated financial statements for periods after that date (see “Note 5–Business

Combinations–Acquisition and Rescission of GTG Financial, Inc.” included in the Form 10-K 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 receive and consume the benefits of the services provided.

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 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.

The rebate amount is determined pursuant

to contractual rebate agreements and is based on a defined calculation methodology that may vary by transaction, commission structure,

service bundle, and market.

As the rebate amount is determinable at the time of closing, revenue is recognized net of rebates when the

related transaction closes.

Such rebates are treated as variable consideration and recorded as a reduction of the transaction price in

accordance with ASC 606.

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.

This fair value assessment involves significant

inputs and assumptions, including projected cash flows, expected growth rates, discount rates, and other relevant market data.

exercises careful judgment in selecting these inputs, based on historical performance, market conditions, and the specific technological

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

Recent Accounting Pronouncements

Accounting Pronouncements Issued and Adopted

In July 2025, the Financial Accounting Standards

Accounting Pronouncements Issued and Not yet

In November 2024, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-05, 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 nine months ended September 30, 2025.

Note 3 - Going Concern

During the quarter ended September 30, 2025, the

Company incurred a net loss and experienced negative operating cash flows.

These conditions raised substantial doubt about the Company’s

ability to continue as a going concern within one year after the issuance of these unaudited condensed consolidated financial statements.

Management has evaluated these conditions and developed plans intended

to alleviate the substantial doubt, including by raising capital through equity offerings.

As of September 30, 2025, the Company had cash

and cash equivalents of approximately $ 9.3 million, a significant portion of which consist of proceeds raised by the Company’s recent

equity offerings.

Management believes such cash and cash equivalents are sufficient to meet its obligations as they become due over the

next twelve months.

Based on these factors, management has determined that its plans are

likely to be successfully implemented and will mitigate the conditions that initially raised substantial doubt about the Company’s

ability to continue as a going concern.

While the proceeds of the recent equity offerings have alleviated this substantial doubt, the

financial statements for the quarter ended September 30, 2025, continue to be prepared on a going concern basis.

2024-03, Income Statement – Reporting Comprehensive

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

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

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

employee compensation and depreciation.

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

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

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

on its financial statements and related disclosures.

The Company does not expect the adoption of this standard to have a material impact

on its financial statements, but it will require additional disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill

and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU

The amendments in ASU 2025-06 modernize the accounting for internal-use software development costs by removing references

to software development “stages” and instead requiring entities to begin capitalizing costs when management has authorized

and committed to funding the project and it is probable that the project will be completed and the software will be used as intended.

The amendments also provide guidance for evaluating significant development uncertainty, align the accounting for website development

costs with Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software, and require capitalized internal-use software

costs to be subject to certain disclosure requirements in ASC 360, Property, Plant, and Equipment.

The amendments do not affect software

costs accounted for under ASC 985-20, Software – Costs of Software to be Sold, Leased, or Marketed.

ASU 2025-06 is effective for

annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with

early adoption permitted.

The Company is currently evaluating the impact that adoption of ASU 2025-06 will have on its financial statements

and related disclosures.

In December 2025, the FASB issued ASU No.

Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 clarifies and reorganizes certain aspects

of interim reporting guidance, including disclosure requirements related to events occurring since the end of the most recent annual reporting

period, and enhances the presentation and usability of interim financial statement disclosures.

ASU 2025-11 is effective for interim reporting

periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the

impact that adoption of ASU 2025-11 will have on its financial statements and related disclosures.

The Company does not expect the adoption

of this standard to have a material impact on its consolidated financial statements.

Accounting Pronouncements Issued and Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic

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

The Company adopted the disclosure requirements of this standard on its consolidated financial statements on a prospective

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 unaudited condensed consolidated financial statements

or related disclosures.

There have been no material changes to the Company’s critical

accounting policies or the methods used in applying those policies during the three months ended March 31, 2026.

For a full description

of the Company’s significant accounting policies and critical estimates, refer to the audited consolidated financial statements

and accompanying notes included in the Form 10-K.

3 - Going Concern

During the three months ended March 31, 2026, the Company incurred a net loss

of approximately $ 4,338,495 and used cash in operating activities of approximately $ 3,123,752 .

As of March 31, 2026, the Company had cash

and cash equivalents of approximately $ 4,667,612 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 that the unaudited condensed 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 (“Nasdaq”) indicating non-compliance with the minimum bid-price requirement for continued

listing on the Capital Market tier of Nasdaq.

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 through debt or equity financing transactions.

The Company may also receive proceeds from the potential exercise of outstanding

however, such exercises are outside the Company’s control and are dependent on the trading price of the Company’s

common stock and other market conditions.

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 any 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 unaudited condensed consolidated

financial statements are issued.

The accompanying unaudited condensed 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 - Business Combinations

For comprehensive information regarding acquisitions

completed in the fiscal year ended December 31, 2024, please refer to “Note 5 - Business Combinations” included in the Form

Rescission of GTG Financial, Inc.

In connection with the acquisition of GTG Financial, completed on February

20, 2025, the Company was contractually obligated under the SPA to issue shares of common stock valued at approximately $ 1.29 million.

The number of shares of common stock was determined based on the 7-day volume-weighted average price (“VWAP”) of the Company’s

common stock as reported on The Nasdaq Stock Market (“Nasdaq”) prior to the closing date.

Based on a VWAP of $ 1.84 , the Company

issued 700,055 shares on April 28, 2025, to satisfy this obligation.

In accordance with ASC 505, Equity, equity-classified instruments

are recorded at fair value on the date of issuance.

As a result, the preliminary purchase price allocation, previously reported in the

Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, was updated as of June 30, 2025, to reflect a measurement

period adjustment of $ 835,866 , resulting in a corresponding reduction to goodwill.

On the Rescission Date, GTG Financial exercised its right to rescind

the SPA 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 condensed consolidated 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.

Because 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

For comprehensive information regarding acquisitions completed in the fiscal

year ended December 31, 2025, please refer to “Note 5 - Business Combinations” included in the Form 10-K.

There were no acquisitions

completed during the three months ended March 31, 2026.

Acquisitions during the year ended December

Acquisition and Rescission of GTG Financial, Inc.

In February 2025, the Company acquired 100 % of the issued and outstanding

shares of common stock of GTG Financial, Inc.

(“GTG Financial”), a mortgage brokerage company.

The total purchase consideration

was up to $ 4,200,000 , consisting of Series A Preferred Stock, restricted shares of common stock, deferred cash consideration, and potential

earn-out payments subject to the achievement of certain financial metrics.

The Company recorded goodwill of approximately $ 1.96 million

following measurement period adjustments, primarily attributable to expected synergies and future growth opportunities.

Subsequently,

GTG Financial exercised its right to rescind the Securities Purchase Agreement.

In accordance with ASC 810, Consolidation, the rescission

was accounted for as a deconsolidation, and the Company recognized a gain on deconsolidation of $ 94,071 .

GTG Financial’s assets,

liabilities, equity balances, and results of operations were removed from the Company’s financial statements as of the Rescission

Acquisition of Prevu, Inc.

In November 2025, the Company completed the acquisition of Prevu, Inc.

(“Prevu”), a Delaware corporation, pursuant to an Agreement and Plan of Merger (the “Prevu Merger Agreement”).

Pursuant to the terms of the Prevu Merger Agreement and related transition arrangements, the total consideration payable by the Company

of $ 4,500,000 consists 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 Prevu 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, 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 The Company recorded goodwill of approximately $ 3.25 million,

primarily attributable to expected synergies and future growth opportunities.

The Company also recorded intangible assets of approximately

$ 1.47 million, consisting of developed technology and trademarks and trade names, each with a useful life of ten years .

Note 5 - Property and equipment, net

Property and equipment, net consisted

of the following as of September 30, 2025 and December 31, 2024.

September 30,

Property and equipment, net consisted of the following as of March 31, 2026.

Furniture and fixtures

Property and equipment at cost

accumulated depreciation

Property and equipment, net

The Company recorded depreciation expenses of

$ 5,420 and $ 22,259 for the three and nine months ended September 30, 2025, respectively, and $ 7,245 and $ 19,168 for the three and nine

months ended September 30, 2024, respectively.

Note 6 - Capitalized Software Development Costs,

Work In Progress

The Company adheres to ASC 350, Intangibles - Goodwill and Other, Internal-Use

Software for the capitalization of software development costs.

During the nine months ended September 30, 2025, the Company impaired the

carrying amount of capitalized software due to the discontinuation of further development and the software becoming obsolete.

During the three months ended and nine months

ended September 30, 2025, the Company recognized an impairment of approximately $ 0 and $ 105,000 , respectively, compared to $ 0 for

the same periods in 2024.

Total investment in property & equipment

Property and equipment, net consisted of the following as of December 31, 2025.

Furniture and fixtures

Total investment in property & equipment

$ ( 107,396 )

The Company recorded depreciation expense of $ 7,008

for the three months ended March 31, 2026 and $ 9,717 for the three months ended March 31, 2025.

Note 6 - Goodwill and Intangible Assets

6 unchanged sentences

unit below its carrying amount.

Changes in the carrying amount of goodwill during

the nine months ended September 30, 2025, were as follows:

Technology Services

Balance at January 1, 2025

Goodwill acquired in connection with the GTG Financial acquisition

Goodwill impairment

Goodwill measurement period adjustment (1)

Goodwill derecognized due to rescission of the GTG Financial acquisition

( 1,960,752 )

Balance at September 30, 2025

(1) The goodwill measurement period adjustment includes (i) a reduction of $ 838,771 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) $ 1,960,752 of the goodwill initially recognized in connection with

the acquisition of GTG Financial was fully derecognized on the Rescission Date.

As a result, no goodwill related to GTG Financial remains

on the Company’s unaudited condensed consolidated balance sheet.

(i) The components of intangible assets as of

September 30, 2025, all of which are finite lived, are as follows:

Estimated Useful Life

Accumulated Amortization

As of March 31, 2026, the carrying amount of goodwill

was $ 7,459,125 , consisting of $ 1,798,892 attributable to the technology services segment and $ 5,660,233 attributable to the homebuying

services segment.

There were no additions, impairments, or other changes to the carrying amount of goodwill during the three months ended

March 31, 2026.

For a detailed discussion of goodwill activity, including acquisitions and measurement period adjustments recorded during

the year ended December 31, 2025, refer to “Note 8 - Goodwill and Intangible Assets” included in the Form 10-K.

The components of intangible assets as of March

31, 2026, all of which are finite-lived, are as follows:

March 31, 2026

December 31, 2025

Definite-life Intangibles:

Developed technology

$ ( 108,214 )

Trademarks and trade names

Customer relationships

Intangible assets, net

$ ( 371,457 )

(ii) The components of intangible assets as of

December 31, 2024, all of which are finite lived, are as follows:

Estimated Useful Life

Accumulated Amortization

Developed technology

$ ( 590,619 )

Trademarks and trade names

Customer relationships

Intangible assets, net

$ ( 158,194 )

$ ( 515,120 )

The Company recorded amortization expenses of

$ 126,580 and $ 371,186 for the three and nine months ended September 30, 2025, respectively, and $ 131,818 and $ 260,679 for the three and

nine months ended September 30, 2024, respectively.

$ 158,194 and $ 120,717 for the three months ended March 31, 2026, and three months ended March 31, 2025, respectively

The following table outlines the estimated future

amortization expense related to intangible assets held as of September 30, 2025:

Years Ending December 31:

amortization expense related to intangible assets held as of March 31, 2026:

Three Months Ending March 31:

2026 (remaining period)

Note 8 - Notes Payable

As of September 30, 2025, and December 31, 2024,

the Company had outstanding notes payable of $ 0 and $ 4,909,376 , respectively.

During the three and nine months ended September

30, 2025, the Company recognized interest expense of $ 26,010 and $ 236,321 , respectively, compared to $ 54,818 and $ 54,818 for

the same periods in 2024.

On July 2, 2025, the Company received a

redemption notice from Streeterville Capital, LLC (“Streeterville”) for a payment of $ 350,000 .

In connection with the

redemption notice, the Company entered into an Exchange Agreement with Streeterville, pursuant to which the Company agreed to fully

satisfy a redemption payment of $ 350,000 under the secured promissory note issued to Streeterville (the “Note”) by

issuing 1,267,656 shares of common stock at an effective price of $ 0.2761 per share, in lieu of cash.

In connection with the

Exchange Agreement, the Company and Streeterville agreed to (i) partition a new secured promissory note in the principal amount of

$ 350,000 (the “Partitioned Note”) and reduce the outstanding balance of the original note by the same amount, and (ii)

exchange the Partitioned Note for the delivery of the common stock (the “Exchange”).

Following the Exchange, the

remaining outstanding balance of the original note was reduced to approximately $ 4,080,171 .

On July 23, 2025, the Company fully repaid and

extinguished the remaining outstanding balance of the Note, which had an initial principal of $ 5,455,000 and a maturity date of February

The repayment amount, which totaled approximately $ 4,466,202 (inclusive of a 9 % prepayment penalty of $ 368,769 ), was satisfied

using cash on hand and proceeds from the Company’s July 2025 equity offerings.

In connection with this repayment, the Company received

a certificate from Streeterville confirming full repayment and release of obligations, and Streeterville has released the Company and

its subsidiaries from any further obligations or liabilities under the Note and the note purchase

agreement, dated August 14, 2024, with Streeterville (the “ Note Purchase Agreement”).

As a result, the Company no longer

has any outstanding notes payable to Streeterville as of September 30, 2025.

In connection with this repayment, total accrued

interest of $ 402,432 was settled, and the previously unamortized debt issuance costs of $ 121,875 and original issue discount of $ 181,247

were fully amortized.

In accordance with 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.

The Company performs its annual goodwill impairment

test as of December 31 each year.

During the three months ended March 31, 2026, the Company evaluated whether any events or changes in

circumstances had occurred that would more likely than not reduce the fair value of a reporting unit below its carrying amount, requiring

an interim goodwill impairment test.

Based on this evaluation, the Company determined that no such triggering events or changes in circumstances

existed as of March 31, 2026.

Accordingly, no interim goodwill impairment test was performed, and no goodwill impairment was recorded

during the three months ended March 31, 2026.

For further information regarding the Company’s

annual goodwill impairment test, including the methodology and key assumptions applied, refer to “Note 8 - Goodwill and Intangible

Assets” included in the Form 10-K.

Note 7 - Related Party Transactions

Loans from Related Parties

During the nine months ended September 30, 2025,

AiChat, a subsidiary of the Company, entered into related party loan transactions with (i) AiChat’s Chief Executive Officer and

director, Kester Poh, (ii) Balaji Swaminathan, a member of the Company’s board of directors (the “Board”), and (iii)

Sea Easy Capital Ltd.

(“SEA”), a Singapore-based entity that the spouse of Mr.

Swaminathan 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.

All loans were provided

on terms consistent with those offered to unrelated third parties.

As of September 30, 2025, AiChat had outstanding related party loans

from three parties as described above.

The loan from Mr.

Poh to AiChat had an outstanding balance of approximately $ 97,313 , consisting

of $ 83,508 in principal and $ 13,805 in accrued interest.

The loan from Mr.

Swaminathan to AiChat had an outstanding balance of approximately

$ 49,143 , including $ 48,643 in principal and $ 500 in accrued interest.

The loans to AiChat from SEA’s financing arrangement had an

outstanding balance of approximately $ 126,946 comprised of $ 121,693 in principal and $ 5,253 in accrued interest, which has been repaid

subsequent to the quarter ended September 30, 2025 (see “Note 18 - Subsequent Events” for more information).

Summary of Short-Term Loans to Related Parties

Average Interest

September 30, 2025

December 31, 2024

Term Loan Facility

Interest Reserve

Summary of Other Long-Term Loans to Related

Maturity Year Average Interest

September 30, 2025 September 30, 2025 December 31, 2024

Summary of Short-Term Loans - Related Parties

Short-term loans from related parties consist of unsecured loans obtained

from related parties to support the Company’s operating and working capital requirements.

These loans carry interest rates of approximately

12.07 % as of March 31, 2026.

As of March 31, 2026, short-term loans from related parties consisted of $ 38,542 due to Kester Poh, AiChat’s

Chief Executive Officer, and $ 40,406 due to Balaji Swaminathan, a member of the Company’s Board of Directors, resulting in total

short-term debt of $ 72,046 , net of an aggregate interest reserve of $ 6,902 ..As of December 31, 2025, short-term loans from related parties

totaled $ 96,997 , net of an interest reserve of $ 10,412 , resulting in total short-term debt of $ 86,585 .

On March 9, 2026, the Company hired Payton Cuddy, the son-in-law of

Swaminathan, as a Senior Marketing Manager.

Cuddy is employed on an at-will basis with an annual base salary of $ 125,000 plus

an annual cash bonus equal to 10 % of the base salary, plus eligibility for standard employee benefits and participation in the Company’s

2022 Equity Incentive Plan (as amended, the “2022 Plan”), on the same basis as other employees in similar positions.

three months ended March 31, 2026, the Company paid approximately $ 7,612 in salary and benefits to Mr.

Cuddy under this arrangement.

Short-term loans from related parties as of March

31, 2026, and December 31, 2025, are summarized as follows:

Term Loan Facility

Interest Reserve

$ 6,424 $ 45,052

Note 10 - Loans to Unrelated parties

Summary of Short-Term Loans to Unrelated Parties

Note 8 - Loans from Unrelated Parties

Summary of Short-Term Loans - Unrelated Parties

Short-term loans primarily consist of multiple

term loan facilities obtained by AiChat, carrying an average interest rate of approximately 8.9 %.

These facilities were entered into to

support AiChat’s operating and working capital requirements.

Additionally, short-term loans include a separate facility utilized

by the Company to finance premiums related to directors’ and officers’ insurance coverage.

Short-term loan balances as of September 30, 2025,

term loan facilities obtained by AiChat, a subsidiary of the Company, carrying an average interest rate of approximately 8.9 % as of March

These facilities were entered into to support AiChat’s operating and working capital requirements.

As of March 31, 2026,

short-term loans from unrelated parties consisted of term loan facilities with an aggregate outstanding balance of $ 195,870 , net of an

interest reserve of $ 9,031 , resulting in total short-term debt of $ 186,839 .

As of December 31, 2025, short-term loans from unrelated parties

totaled $ 219,990 , net of an interest reserve of $ 10,389 .

Short-term loan balances as of March

31, 2026, and December 31, 2025, are summarized as follows:

Average Interest

September 30, 2025

December 31, 2024

Term Loan Facility

D&O Insurance

Interest Reserve

Summary of Long-Term Loans to Unrelated Parties

AiChat has obtained multiple long-term loans from

external lenders at an average interest rate of 6.5 %.

These loans support general operating needs and carry varying repayment terms.

balance also includes a vehicle loan related to a Naamche-owned vehicle, which was sold during the three months ended September 30, 2025,

resulting in a loss of $ 48,188 recognized in the statement of operations.

Long-term loan balances as of September 30, 2025,

Summary of Long-Term Loans - Unrelated Parties

AiChat has obtained multiple long-term loans from external lenders

to support general operating needs.

As of March 31, 2026, these loans bore an average interest rate of approximately 6.5 % and had contractual

maturities ranging from 2024 through 2028.

As of March 31, 2026, long-term loans from unrelated parties consisted of term loan facilities

with an aggregate outstanding balance of $ 75,425 , net of an interest reserve of $ 3,795 , resulting in total long-term debt of $ 71,630 .

As of December 31, 2025, long-term loans from unrelated parties totaled $ 93,997 , net of an interest reserve of $ 5,586 .

Long-term loan balances as of March 31, 2026,

and December 31, 2025, are summarized as follows:

Average Interest

September 30, 2025

September 30,

Maturity Year

Term Loan Facility

1 unchanged sentence

Note 9 - Deferred Liabilities

Deferred liabilities primarily consist of deferred

revenue related to AiChat and deferred consideration from the GTG Financial acquisition.

The deferred revenue reflects the net amount

of revenue recognized and new deferrals during the period, representing contract liabilities for amounts billed in advance of performance.

These amounts are recognized as revenue over time as the related services are delivered in accordance with the terms of the customer agreements.

Deferred consideration represents obligations

payable in connection with the Company’s acquisitions.

The deferred consideration to be paid to GTG Financial was cancelled on the

Rescission Date, as part of the rescission of the GTG Financial acquisition (see “Note 4 – Business Combinations” for

more information).

As of September 30, 2025, the Company’s

deferred liabilities totaled approximately $ 1.1 million, compared to $ 1.5 million as of December 31, 2024.

Note 12 - Embedded Derivative Liability

As described in “Note 12 - Embedded Derivative

Liability” to the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form

10-Q for the quarter ended March 31, 2025, the Company bifurcated and recorded embedded derivative liabilities in connection with the

issuance of Series A Preferred Stock related to the GTG Financial acquisition and the Mercurius Media Capital LP (“MMC”) media-for-equity

These derivative liabilities represent the fair value of the shortfall settlement features embedded in the agreements relating

to the issuance of Series A Preferred Stock to GTG Financial and MMC, pursuant to which the Company is required to settle in cash or additional

shares of common stock if the value of conversion shares upon automatic conversion of the Series A Preferred Stock is less than the paid

consideration for such shares of Series A Preferred Stock.

On the Rescission Date, GTG Financial rescinded

the SPA, thereby rescinding the GTG Financial acquisition.

As a result, the embedded derivative liability associated with the issuance

of Series A Preferred Stock to GTG was derecognized at book value of $ 253,134 in accordance with ASC 405, Liabilities—Extinguishments

of Liabilities, and the Company no longer has any derivative obligations in connection with GTG Financial as of September 30, 2025.

derivative liabilities were classified as Level 3 within the fair value hierarchy and are measured at fair value using the Black-Scholes

option pricing model.

The fair values of the derivative liabilities are re-measured at each reporting date, with changes in fair value

recognized in earnings.

As of September 30, 2025, the derivative liabilities

recorded in connection with the MMC transaction were approximately $ 4,480,000 .

During the three and nine months ended September 30, 2025,

the Company recognized an increase in fair value of approximately $ 12,500 and $ 405,204 , respectively, in the unaudited condensed consolidated

statements of operations and comprehensive loss, compared to $ 0 for the same periods in 2024.

As of September 30, 2025, the Company estimated

the fair value of the derivative liability using the Black-Scholes option pricing model with the following key assumptions:

Common stock price as of September 30, 2025 $ 0.76

Deferred liabilities primarily consist of

deferred consideration arising from the Company’s business combinations.

Deferred consideration represents obligations payable

in connection with the Company’s acquisitions.

Deferred consideration related to the acquisition of GTG Financial was

cancelled on the rescission date as part of the rescission of the GTG Financial acquisition (see “Note 5–Business

Combinations–Acquisition and Rescission of GTG Financial, Inc.” included in the Form 10-K for additional information).

In addition, approximately $ 25,000 of the Company’s deferred liabilities relates to deferred consideration payable in

connection with the Company’s investment in Xmore.

In connection with the acquisition of Prevu on November 21, 2025, a

portion of the purchase consideration is payable on a deferred basis pursuant to the terms of the Prevu Merger Agreement.

31, 2026, approximately $ 1,217,466 of the Company’s deferred liabilities represents current deferred consideration related

to the Prevu acquisition and approximately $ 577,836 represents the non-current portion of such deferred consideration, which is included

within other long-term liabilities in the consolidated balance sheet.

The deferred consideration represents fixed payments that are payable

in cash and/or shares of the Company’s common stock at the Company’s election.

During the three months ended March 31, 2026,

the Company paid $ 100,000 of deferred compensation from amounts previously held in escrow, which reduced the Company’s escrow deposit

The deferred consideration was recorded at fair value as of the acquisition date in accordance with ASC 805, and is not subject

to subsequent remeasurement, as the payments are fixed and not contingent on future performance.

Note 10 - Mezzanine Equity and Preferred Stock

Embedded Derivative Liability

On March 7, 2025, the Company entered into a media-for-equity transaction

with Mercurius Media Capital LP (“MMC”) pursuant to those certain Advertising Agreement (the “Advertising Agreement”)

and Investment Agreement (the “Investment Agreement”), each dated as of March 7, 2025, pursuant to which the Company issued

250,000 shares of its Series A Preferred Stock, at a stated value of $ 20 per share, for an aggregate stated value of $ 5,000,000 , in exchange

for $ 5,000,000 of marketing credits.

The Series A Preferred Stock carries a 3.0% annual preferred dividend, is convertible into shares

of the Company’s common stock at the holder’s option and will automatically convert after three years from the date of issuance.

The Series A Preferred Stock is classified as temporary equity (mezzanine equity) in accordance with ASC 480, Distinguishing Liabilities

from Equity and the shortfall settlement provision embedded in the Investment Agreement was determined to be a freestanding derivative

liability under ASC 815, Derivatives and Hedging.

As of March 31, 2026, the pre-paid marketing credits under the Advertising Agreement

have been fully utilized.

The Advertising Agreement expired on March 31, 2026, and no further marketing credits are expected to be available

or utilized thereafter.

For a detailed discussion of the terms, initial recognition, and accounting treatment of the Series A Preferred

Stock and the associated derivative liability, refer to “Note 13 - Mezzanine Equity and Preferred Stock Embedded Derivative Liability”

included in the Form 10-K.

During the three months ended March 31, 2026,

the Company recognized marketing expense of $ 593,429 related to the utilization of the pre-paid marketing credits.

On March 9, 2026, the Company issued 6,125 shares of Series A Preferred

Stock in satisfaction of its accrued annual dividend for the year ended December 31, 2025, representing an aggregate dividend payment

of $ 122,500 , in lieu of a cash payment.

During the three months ended March 31, 2026, the Company accrued dividends of $ 37,123 related

to the current dividend period.

As of March 31, 2026, the carrying value of the Series A Preferred Stock classified in mezzanine equity

was $ 1,057,500 .

The derivative liability is measured at fair value at each reporting

date using the Black-Scholes option pricing model, with changes in fair value recognized in the unaudited condensed consolidated statement

of operations and comprehensive loss.

As of March 31, 2026, the key level three inputs used were as follows:

Common stock price as of March 31, 2026 $ 0.24

Risk-free interest rate 3.81 %

2 unchanged sentences

Expected term (years) 1.94

Note 13 - Preferred Stock Liability

In connection with the acquisition of GTG Financial

and the transaction with MMC, the Company issued a total of 264,063 shares of Series A Preferred Stock with a stated value of $ 20 per

The agreements pursuant to which these shares of Series A Preferred Stock were issued subject to certain conversion features, including

a shortfall settlement feature, whereby the Company may be required to pay cash or issue shares of common stock if the aggregate value

of the conversion shares issuable upon the automatic conversion of the Series A Preferred Stock is less than the paid consideration for

such shares of Series A Preferred Stock.

In accordance with ASC 480, Distinguishing Liabilities

from Equity (“ASC 480”), and ASC 815 Derivatives and Hedging (“ASC 815”), the Company bifurcated the value of

the issued Series A Preferred Stock between (i) the liability component of the Series A Preferred Stock and (ii) an embedded derivative

liability representing the fair value of the shortfall settlement feature.

The classification was based on the fact that the instruments

obligate the Company to potentially settle the conversion at a fixed monetary value through a variable number of shares of common stock,

which does not meet the criteria for equity classification.

On the Rescission Date, GTG Financial rescinded

the SPA, thereby rescinding the GTG Financial acquisition.

In connection with the rescission, the Series A Preferred Stock liability associated

with the GTG Financial acquisition was terminated at its book value of $ 15,632 , together with accrued interest of $ 3,490 .

the Company no longer has any obligations related to the issuance of Series A Preferred Stock in connection with GTG Financial as of September

30, 2025 (see “Note 4 – Business Combinations” for more information).

These instruments are classified as liabilities

GAAP due to redemption features and shortfall settlement provisions associated with the Series A Preferred Stock issued in

connection with the acquisition of GTG Financial and the MMC transaction.

The liability classification reflects the presence of an embedded

derivative feature under applicable accounting guidance and is therefore not included in the diluted earnings per share (“EPS”)

The Series A Preferred Stock and its embedded derivative liability were excluded from the diluted EPS calculation as their

inclusion would have been anti-dilutive, consistent with ASC 260, Earnings per Share (“ASC 260”).

As of September 30, 2025, the liability component

of the Series A Preferred Stock recorded in connection with the MMC transaction was approximately $ 292,272 .

During the three and nine

months ended September 30, 2025, the Company recognized a loss of approximately $ 107,995 and a net gain of approximately $ 605,228 , respectively,

related to fair value remeasurement adjustments of the preferred stock liability, which were recorded in the condensed consolidated statements

of operations and comprehensive loss, compared to $ 0 for the same periods in 2024.

In addition, the Company accrued dividends of approximately $ 28,843

and $ 78,391 during the three and nine months ended September 30, 2025, respectively.

Because the Series A Preferred Stock is classified

as a liability under ASC 480, these dividends are recognized as interest expense in the condensed consolidated statements of operations

and increase the carrying amount of the preferred stock liability.

No dividends were accrued for the comparative three- and nine-month

periods ended September 30, 2024.

The preferred stock liability is re-measured at each reporting date,

with changes in fair value recognized in earnings in accordance with ASC 480 .

As of March 31, 2025, the key Level 3 inputs used were as follows:

Common stock price as of March 31, 2025 $ 1.42

Risk-free interest rate 4.3 %

Expected volatility 88.53 %

Dividend yield 3 %

Expected term (years) 3

As of March 31, 2026, the fair value of the derivative liability was

$ 4,602,480 .

During the three months ended March 31, 2026, the Company recognized a net increase in the fair value of the derivative liability

of $ 27,500 , recorded as a loss in the unaudited condensed consolidated statement of operations and comprehensive loss.

Note 11 - Stockholders’ Equity

5 unchanged sentences

have been designated as Series A Preferred Stock.

As of September 30, 2025, there were 103,050,651 shares of common stock and 250,000

shares of Series A Preferred Stock issued and outstanding.

As of March 31, 2026, there were 134,118,789 shares of common stock and 256,125 shares

of Series A Preferred Stock issued and outstanding.

As of December 31, 2025, there were 131,740,675 shares of common stock and 250,000

shares of preferred stock issued and outstanding.

shares of Series A Preferred Stock issued and outstanding.

Stock Based Compensation

Equity Incentive Plan

We maintain the reAlpha Tech Corp.

2022 Equity Incentive Plan (as amended,

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 (the “Compensation Committee”) administers the 2022 Plan.

The 2022 Plan permits grants

of awards to eligible employees, officers, directors and certain 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, of which 669,318 remain available for issuance

as of September 30, 2025.

During the three months ended September 30, 2025, the Company granted 1,713,996 restricted stock units (“RSUs”)

and 76,607 shares of common stock pursuant to the 2022 Plan to its executive officers and certain employees, 50,000 of which RSUs were

forfeited in connection with the resignation of an employee.

These awards are subject to time-based vesting, with 100 % of the RSUs vesting

over a period ranging from 2 to 4 years from the date of grant, subject to continued service and other terms and conditions.

All of our current employees, officers, directors and certain other

service providers are eligible to be granted awards under the 2022 Plan.

The Compensation Committee determines eligibility for awards

at its discretion.

Ending balances for the 2022 Plan as of September 30, 2025 and December

31, 2024, are as follows:

Number of Shares

We maintain the 2022 Plan, under which we may grant awards to employees,

officers, directors, and certain other service providers.

The compensation committee of the Board (the “Compensation Committee”)

administers the 2022 Plan.

Pursuant to the evergreen provision of the 2022

Plan, the number of shares authorized for issuance under the 2022 Plan increases automatically on an annual basis.

As a result of such

increases, which commenced on October 15, 2025, the aggregate number of shares of common stock authorized for issuance under the 2022

Plan was 15,957,189 shares as of December 31, 2025.

There were no changes to the number of shares authorized for issuance under the 2022

Plan during the three months ended March 31, 2026.

Ending balances for the 2022 Plan as of March

31, 2026 and December 31, 2025, are as follows:

Balance as of December 31, 2025

Outstanding restricted stock units granted

Net Restricted stock units granted

( 1,980,833 )

Common stock issued during the nine months ended September 30, 2025

Balance as of September 30, 2025

The Company recorded stock-based compensation

expenses of $ 286,581 and $ 557,825 for the three and nine months ended September 30, 2025, respectively, and $ 113,037 and $ 207,454 for

the three and nine months ended September 30, 2024, respectively.

Common stock issued during the three months ended March 31, 2026

Balance as of March 31, 2026

Stock-based compensation expense for the three months ended March 31,

2026 and 2025 was $ 343,963 and $ 78,355 , respectively.

Short-Term Incentive Plan

On February 4, 2025, the Compensation Committee

approved the Company’s 2025 Short-Term Incentive Plan (“STIP”), providing for quarterly awards of performance-based RSUs under the 2022 Plan.

The STIP is designed to reward executive officers and key employees

based on the achievement of quarterly performance targets tied to organic revenue, brokerage transactions, and the quality of acquisitions

completed during such quarter.

approved the Company’s 2025 Short-Term Incentive Plan (“STIP”), providing for quarterly awards of performance-based

RSUs under the 2022 Plan.

The STIP is designed to reward executive officers and key employees based on the achievement of quarterly performance

Restricted Stock Units

The Company measures compensation cost for all stock-based awards granted

to employees, directors, and certain other service providers based on the grant-date fair value of the award by ASC 718, Compensation

- Stock Compensation (“ASC 718”).

The fair value of RSUs is based on the closing market price of the Company’s common

stock on the date of grant.

The Company accounts for stock-based compensation in accordance with ASC 718.

For awards with graded vesting

features, the Company recognizes compensation expense on a straight-line basis over the requisite service period for each separately vesting

portion of the award, treating the award as, in substance, multiple awards, in accordance with ASC 718.

This method results in a front-loaded

expense pattern that aligns more closely with the vesting schedule of the award.

For each fiscal quarter of 2025, the Company’s

executive officers will be granted RSUs with a value of $ 62,500 to each of the Company’s executive officers based on the closing

price of the Company’s common stock 30 calendar days after the end of each quarter.

During the nine months ended September 30, 2025, the Company granted

3,035,936 RSUs under the 2022 Plan to its executive officers and certain employees, 100,000 of which RSUs were forfeited in connection

with the termination of one employee and resignation of another employee.

These awards are subject to time-based vesting, with 100 % of

the RSUs vesting over a period ranging from 2 to 4 years from the date of grant, subject to continued service and other terms and conditions.

Summary of RSU activity for the nine months ended

September 30, 2025 follows:

Number of RSUs

Weighted Average Grant Price

Balance as on December 31, 2024

The Company measures compensation cost for all

stock-based awards granted to employees, directors, and certain other service providers based on the grant-date fair value of the award

The fair value of RSUs is determined based on the closing market price of the Company’s common stock on the date of

During the three months ended March 31, 2026,

the Company granted 3,006,233 RSUs and forfeited 1,025,400 RSUs.

The RSUs generally vest over periods ranging from two to four years from

the respective grant dates, subject to continued service and other customary terms and conditions.

A summary of RSU activity for the three months

ended March 31, 2026, is as follows:

Balance as of December 31, 2025

RSUs forfeited

Balance as on September 30, 2025

As of September 30, 2025, a total of 2,935,936

RSUs remained outstanding, and none of the RSUs had vested.

The RSUs were excluded from the diluted EPS calculation for the period ended

September 30, 2025, as their inclusion would have been anti-dilutive under ASC 260.

Additional details regarding the initial classification and terms of

the Follow-On Warrants and GEM Warrants (each as defined below) are provided in Note 14 to the audited consolidated financial statements

included in the Form 10-K.

The warrants issued to GEM Yield Bahamas Limited (“GYBL”) in October 2023 (the “GEM Warrants”)

in connection with that certain Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and among

us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”, and together with GYBL, “GEM”), remain classified as equity

The Company is currently involved in litigation regarding the enforceability and adjustment provisions of the GEM Warrants.

As of September 30, 2025, no reclassification or adjustment to the exercise price of the GEM Warrants has been made.

On April 6, 2025, in connection with the Company’s warrant inducement

transaction, the Company entered into inducement letter agreements with certain holders of its existing warrants dated November 21, 2023

(the “Follow-On Warrants”), under which those holders agreed to exercise their warrants for cash at a reduced exercise price

of $ 0.75 per share.

In exchange, the Company agreed to issue warrants (the “New Warrants”) to purchase 8,437,502 shares of

common stock (the “New Warrant Shares”).

The issuance of the New Warrant Shares was subject to stockholder approval thereof,

and such stockholder approval was obtained.

The warrant inducement transaction closed on April 8, 2025 and resulted in the issuance of

4,218,751 shares of common stock and gross proceeds of approximately $ 3.1 million.

In addition, the Company reduced the exercise price

of Follow-On Warrants held by non-participating holders from $ 1.44 to $ 0.75 for the remainder of such warrants’ term.

accounted for the warrant inducement transaction in accordance with ASC 815.

Under this guidance, the warrant inducement transaction was

treated as a modification of equity-classified instruments, and the excess fair value of the New Warrants issued, amounting to $ 515,307 ,

was charged to additional paid-in capital as an equity issuance cost.

The average market price of the Company’s common stock during

the period from July 1, 2025 to September 30, 2025, as reported on Nasdaq, was approximately $ 0.51 , which is below the $ 0.75 exercise

price of the warrants.

As a result, these warrants were out-of-the-money and excluded from the diluted EPS calculation.

On July 18, 2025, the Company completed a best

efforts public offering (the “2025 Public Offering”) of an aggregate of (i) 13,333,334 shares of our common stock (the “July

2025 Shares”), (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to an aggregate of 13,333,334 shares

of common stock (the “Series A-1 Warrant Shares”) and (iii) Series A-2 warrants (the “Series A-2 Warrants,” and

together with the Series A-1 Warrants, the “July 2025 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common

stock (the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “July 2025 Warrant Shares”).

Each of the July 2025 Shares was sold together with one Series A-1 Warrant to purchase one share of common stock and one Series A-2 Warrant

to purchase one share of common stock.

The combined public offering price for each of the July 2025 Shares and accompanying July 2025

Warrants was $ 0.15 .

Each July 2025 Warrant has an exercise price of $ 0.15 per share and became exercisable beginning on October 8, 2025,

the date stockholder approval for the issuance of the Series A-1 Warrant Shares and the Series A-2 Warrant Shares was received and became

effective (the “Stockholder Approval Date”).

The offering generated gross proceeds of approximately $ 2.0 million and net proceeds

of approximately $ 1.56 million, after deducting placement agent fees and other offering-related expenses.

In connection with the 2025 Public Offering, the Company also issued

warrants (the “Placement Agent Warrants”) to the placement agent, H.C.

Wainwright & Co., LLC (“Wainwright”),

or its designees, to purchase up to 666,667 shares of common stock, representing 5.0 % of the shares sold in the offering.

The Placement

Agent Warrants have an exercise price of $ 0.1875 per share and became exercisable on the Stockholder Approval Date for the issuance of

the shares underlying the Placement Agent Warrants was received and became effective.

The Placement Agent Warrants will expire five years

from the commencement of sales in such offering.

On July 22, 2025, the Company completed a registered direct offering

(the “Registered Offering”) of 14,285,718 shares of its common stock (the “RDO Shares”) and a concurrent private

placement (the “Private Placement”) of unregistered common stock warrants (the “Private Placement Warrants”) exercisable

into an equal number of shares of common stock with an exercise price of $ 0.35 per share.

The Private Placement Warrants are immediately

exercisable upon issuance and expire after the fifth anniversary of the effective date of the registration statement covering the resale

of shares of common stock issuable upon exercise of the Private Placement Warrants.

The Registered Offering and concurrent Private Placement

raised gross proceeds of approximately $ 5.0 million and net proceeds of approximately $ 4.5 million, after deducting placement agent fees

and offering-related expenses.

In connection with the concurrent Registered Offering and Private Placement, the Company also issued warrants

to Wainwright, or its designees, to purchase up to 714,286 shares of common stock, representing 5.0 % of the shares of common stock sold

in the Registered Offering (the “RDO Placement Agent Warrants”).

The RDO Placement Agent Warrants have an exercise price of

$ 0.4375 per share, are immediately exercisable upon issuance and will expire five years from the commencement of sales in the concurrent

Registered Offering and Private Placement.

During the three months ended September 30, 2025, (i) certain holders

of the New Warrants exercised their warrants for cash in full to purchase an aggregate of 7,521,668 shares of common stock, at an exercise

price per share of $ 0.75 , resulting in aggregate gross proceeds to us of approximately $ 5.6 million, (ii) holders of the Private Placement

Warrants exercised their warrants for cash to purchase an aggregate of 11,552,859 shares of common stock, at an exercise price per share

of $ 0.35 , resulting in aggregate gross proceeds of approximately $ 4.0 million and (iii) holders of the RDO Placement Agent Warrants exercised

their warrants for cash in full to purchase to an aggregate of 617,856 shares of our common stock, at an exercise price per share of $ 0.4375 ,

resulting in additional proceeds to us of approximately $ 270,000 .

Subsequent to the three months ended September 30, 2025, certain additional

warrants were exercised (see “Note 18 - Subsequent Events” for more information).

Warrant activity, for the nine months ended September

30, 2025, was as follows:

date Contractual

life (years) Warrants Outstanding Warrants Exercised Warrants Outstanding Weighted Average Exercise Price Average Remaining Contractual Life (Years)

GEM Warrants issued on October 23, 2023 10/23/2028 5 1,700,884 -

( 1,025,400 )

Follow-on Warrants issued on November 21, 2023 11/24/2028 5 8,333,333 ( 4,218,751 ) 4,114,582 0.75 3.14

New Warrants issued on April 6, 2025 11/24/2028 3.7 8,437,502 ( 7,521,668 ) 915,834 0.75 3.38

Series A-1 Warrants issued on July 18, 2025 8/10/2030 5 13,333,334 -

13,333,334 0.15 4.80

Series A-2 Warrants issued on July 18, 2025 8/10/2027 2 13,333,334 -

13,333,334 0.15 1.80

Placement Agent Warrants issued on July 18, 2025 8/10/2027 5 666,667 -

666,667 0.19 4.80

Private Placement Warrants issued on July 22, 2025 12/9/2030 5 14,285,718 ( 11,552,859 ) 2,732,859 0.35 4.81

RDO Placement Agent Warrants issued on July 22, 2025 12/9/2030 5 714,286 ( 617,857 ) 96,429 0.44 4.81

Warrants outstanding on September 30, 2025 60,805,058 ( 23,911,135 ) 36,893,923 11 3.67

As previously disclosed, the rights granted in

connection with the acquisition of Roost Enterprises, Inc.

(“Rhove”) expired unexercised on March 24, 2025, and are no longer

outstanding as of September 30, 2025.

Shelf Registration on Form S-3

On November 26, 2024, the Company’s shelf

registration statement on Form S-3 (File No.

333-283284) was declared effective by the SEC (the “Form S-3”).

This registration

statement permits the Company to offer and sell, from time to time, common stock, preferred stock, warrants, subscription rights, and

units in one or more offerings, subject to market conditions and applicable regulatory requirements.

Balance as of March 31, 2026

As of March 31, 2026, a total of 6,772,435 restricted stock units

(“RSUs”) were outstanding, and none of the RSUs had vested.

The RSUs were excluded from diluted earnings per share for the

three months ended March 31, 2026, as their inclusion would have been anti-dilutive.

During the years ended December 31, 2025, and

2024, the Company issued warrants to purchase shares of its common stock in connection with financing transactions, warrant inducement

transactions, public offerings, registered direct offerings, and private placements.

The warrants generally have fixed exercise prices,

subject to adjustments set forth therein, are exercisable upon issuance or following stockholder approval, as applicable, and have contractual

terms ranging from two to five years from their respective issuance dates.

The warrants issued to GEM Yield Bahamas Limited

(“GYBL”) in October 2023 (the “GEM Warrants”) in connection with that certain Share Purchase Agreement, dated

as of December 1, 2022 (the “GEM Agreement”), by and among us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”,

and together with GYBL, “GEM”), remain classified as equity instruments.

The Company is currently involved in litigation regarding

the enforceability and adjustment provisions of the GEM Warrants.

As of March 31, 2026, no reclassification or adjustment to the exercise

price of the GEM Warrants has been made.

All warrants issued by the Company remain classified

as equity instruments and are recorded in additional paid-in capital.

During the three months ended March 31, 2026, there were no warrant

issuances, exercises, modifications, repricing, or reclassifications.

Balance as of December 31, 2025

Warrants issued

Warrants exercised

Warrants expired

Balance as of March 31, 2026

As of March 31, 2026, the Company had 10,900,266

warrants outstanding.

The outstanding warrants were excluded from diluted earnings per share for the three months ended March 31, 2026,

and 2025, as their inclusion would have been anti-dilutive in accordance with ASC 260.

Shelf Registration Statement on Form S-3

On November 26, 2024,

the Company’s shelf registration statement on Form S-3 (File No.

333-283284) (the “Form S-3”) was declared effective

This registration statement permits the Company to offer and sell, from time to time, common stock, preferred stock, warrants,

subscription rights, and units in one or more offerings, subject to market conditions and applicable regulatory requirements.

On December 19, 2024, the Company entered into

an At the Market (“ATM”) Sales Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) (the “AGP Sales

Agreement”), allowing it to offer and sell common stock with an aggregate offering price of up to $ 14,275,000 .

The AGP Sales Agreement

an At the Market (“ATM”) Sales Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) (the “A.G.P.

Agreement”), under which the Company was able to offer and sell shares of its common stock from time to time.

Sales Agreement

was terminated effective March 29, 2025.

During the nine months ended September 30, 2025, the Company issued 160,879 shares under this

program at a weighted-average price of $ 1.44 per share, for gross proceeds of approximately $ 231,235 .

After deducting sales commissions

and offering expenses of $ 6,937 , net proceeds totaled approximately $ 224,298 , which were used to fund working capital and general corporate

There were no issuances under the AGP Sales Agreement during the fiscal year ended December 31, 2024.

Following the termination of the ATM program with A.G.P.

AGP Sales Agreement, on April 2, 2025, the Company entered into an At-The-Market Offering Agreement with Wainwright, permitting the sale

of shares of common stock having an aggregate offering price of up to $ 7,650,000 .

During the three and nine months ended September 30,

2025, the Company issued 2,474,402 shares of our common stock and 2,792,104 shares of our common stock through the ATM program, generating

net proceeds of approximately $ 837,664 and $ 944,758 after deducting commissions and offering expenses of approximately $ 34,591 and $ 40,689 ,

respectively.

The ATM program was suspended on July 16, 2025, in connection with the 2025 Public Offering, and we have not yet recommenced

the ATM program.

Following the termination of the ATM program with

and the related A.G.P.

Sales Agreement, the Company entered into an At-The-Market Offering Agreement (the “HCW Sales Agreement”)

Wainwright & Co., LLC (“Wainwright”), on April 2, 2025, under which the Company was able to offer and sell shares

of its common stock having an aggregate offering price of up to $ 7,650,000 .

On December 23, 2025, the Company filed a prospectus

supplement to its Form S-3 to increase the aggregate offering price of shares of common stock available for issuance under the HCW Sales

Agreement to up to $ 20,000,000 .

During the quarter ended March 31, 2026, the Company issued an aggregate 250,456 shares of common stock

pursuant to its at-the-market (“ATM”) programs, with the last sale thereunder occurring on March 12, 2026, generating net

proceeds of approximately $ 126,150 after deducting commissions and offering-related expenses of approximately $ 5,192 .

Note 12 - Commitments and Contingencies

GEM Agreement

Pursuant to the terms of the GEM Agreement, we are required to indemnify

GEM for any losses it incurs as a result of a breach by us of our representations and warranties and covenants under the GEM Agreement

or for any misstatement or omission of a material fact in a registration statement registering those shares pursuant to the GEM Agreement.

Also, GEM is entitled to be reimbursed for legal or other costs or expenses reasonably incurred in investigating, preparing, or defending

against any such loss.

To date, we have not raised any capital pursuant to the GEM Agreement and we may not raise any capital pursuant

to the GEM Agreement prior to its expiration.

Restrictions arising under the terms of our future financings may also affect our ability

to raise capital pursuant to the GEM Agreement.

The Company cannot reasonably estimate the potential losses, if any, with respect to the

GEM Agreement or the related litigation.

Pursuant to the terms of the GEM Agreement, we

are required to indemnify GEM for any losses it incurs as a result of a breach by us of our representations and warranties and covenants

under the GEM Agreement or for any misstatement or omission of a material fact in a registration statement registering those shares pursuant

to the GEM Agreement.

Also, GEM is entitled to be reimbursed for legal or other costs or expenses reasonably incurred in investigating,

preparing, or defending against any such loss.

To date, we have not raised any capital pursuant to the GEM Agreement, and we may not raise

any capital pursuant to the GEM Agreement prior to its expiration.

Restrictions arising under the terms of our future financings may also

affect our ability to raise capital pursuant to the GEM Agreement.

The Company cannot reasonably estimate the potential losses, if any,

with respect to the GEM Agreement or the related litigation.

Indemnification Agreements

The Company maintains indemnification agreements with its directors

and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service

as directors or officers, except as prohibited by law.

The Company maintains indemnification agreements

with its directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of

their status or service as directors or officers, except as prohibited by law.

Contingent Consideration and Compensation

The Company is party to acquisition-related agreements

with former owners of Naamche and reAlpha Mortgage, which include contingent consideration arrangements based on the achievement of certain

financial milestones.

The terms of these arrangements were previously disclosed on “Note 15 - Commitments and Contingencies”

in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

In connection with the departure of the Naamche

co-founders from the Company, contingent consideration of $ 137,000 that had been initially recognized at the time of the acquisition was

settled in accordance with the terms of the separation agreements between the Company and each Naamche co-founder.

During the three months

ended September 30, 2025, separation payments in the amount of $ 50,000 were paid, and the remaining $ 87,000 was reclassified from contingent

consideration to accrued expenses.

The contingent consideration liabilities are measured

at fair value each reporting period, with changes recognized in earnings.

During the nine months ended September 30, 2025, the Company

recorded a $ 148,000 gain related to a decrease in the fair value of the contingent consideration associated with the reAlpha Mortgage

No payments were made under these arrangements during the period.

Acquisition Agreement - GTG Financial

On February 20, 2025, the Company completed the

acquisition of GTG Financial, a mortgage brokerage, for total consideration of up to $ 4.2 million, which included equity, deferred cash

payments, and performance-based earn-out payments in accordance with the terms of the SPA.

On the Rescission Date, GTG Financial rescinded

As a result, the Company has derecognized the contingent consideration liability and has no further obligations related to this

GTG Financial is no longer a subsidiary of the Company, effective as of the Rescission Date (see “Note 4 – Business

Combinations” for more information).

Acquisitions of reAlpha Mortgage and Naamche

As of December 31, 2024, the Company’s contingent

consideration liability was approximately $ 1,086,000 , which included non-current liabilities related to the reAlpha Mortgage and Naamche

acquisitions.

During the three and nine months ended September

30, 2025, the Company recognized fair value gains of approximately $ 67,000 and $ 148,000 , respectively, primarily driven by changes in

projected earn-out performance related to the reAlpha Mortgage acquisition.

As of September 30, 2025, the fair value of the contingent

consideration liability was approximately $ 801,000 , all of which is classified as Level 3 within the fair-value hierarchy.

The contingent consideration related to the Naamche

acquisition included a payment of $ 50,000 and a reclassification of $ 87,000 to accrued expenses during the nine months ended September

The contingent consideration related to the GTG

Financial acquisition was canceled on the Rescission Date, following the rescission of the SPA (see “Note 4 – Business Combinations”

for more information).

with the former owners of reAlpha Mortgage that include contingent consideration arrangements based on the achievement of specified revenue

and EBITDA targets over a three-year measurement period from October 1, 2024, through September 30, 2027.

The contingent consideration liability is measured

at fair value at each reporting period, with changes in fair value recognized in earnings.

During the three months ended March 31, 2026,

and 2025, the Company recognized a gain of $ 18,350 and a loss of $ 93,000 , respectively, related to changes in the fair value of contingent

consideration.

As of March 31, 2026 and March 31, 2025, the fair value of the Company’s

contingent consideration liability relating to reAlpha Mortgage was approximately $ 326,527 , and $ 1,042,000 , respectively, all of which

was classified as Level 3 within the fair value hierarchy.

The fair value of the contingent consideration

liability was estimated using an income-based valuation approach.

The valuation incorporates significant unobservable inputs, including

projected revenue and EBITDA, the probability of achieving the specified earnout targets, the timing of expected payments, and a discount

rate that reflects the risk associated with the underlying performance metrics.

Observable inputs include market-based interest

rates, while unobservable inputs are based on management’s assumptions regarding future operating performance.

Due to the significance

of these unobservable inputs, the contingent consideration liability is classified as a Level 3 fair value measurement.

Valuation Inputs — March 31, 2026

Required Metric Risk Premium (RMRPC, Continuous)

Cost of Debt (KdC, Continuous)

Risk-Free Rate (RF)

Valuation Inputs — December 31, 2025

reAlpha Mortgage

Required Metric Risk Premium (RMRPC, Continuous)

Cost of Debt (KdC, Continuous)

Risk-Free Rate (RF)

Legal Matters

Except as noted below, there have been no material

changes to the legal proceedings disclosed in the Form 10-K.

The Company continues to monitor the status of those proceedings, and developments

will be disclosed in future filings as necessary.

GEM Yield Bahamas Limited Litigation

11 unchanged sentences

United States Court of Appeals for the Second Circuit (the “Second Circuit”).

The briefing schedule at the Second Circuit

is being held in abeyance in order to allow two previously filed appeals, filed by two other public companies on identical issues against

other similar investors, to be resolved first.

However, if and when the appellate briefing moves forward, there is no assurance that it

will be successful.

The parties filed a stipulation to withdraw

the appeal pending in the Second Circuit on March 11, 2026.

Additionally, following the Court’s grant

11 unchanged sentences

claim for declaratory relief concerning the validity and enforceability of the GEM Warrants.

The Court denied our motion to dismiss

in all other respects.

Following the Court’s partial grant and partial dismissal of our motion to dismiss, we filed an answer to

GYBL’s amended complaint on September 4, 2025.

The Court denied our motion to dismiss in

all other respects.

Following the Court’s partial grant and partial dismissal of our motion to dismiss, we filed an answer to GYBL’s

amended complaint on September 4, 2025.

Note 13 - Segment Reporting

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances segment reporting

requirements by requiring disclosure of significant segment expenses included in the reported measure of segment profit or loss and regularly

provided to the Chief Operating Decision Maker (“CODM”).

The guidance also requires disclosure of the composition of other

segment amounts, interim period segment profit or loss and asset information, and details regarding the CODM’s title and role in

assessing segment performance.

The new standard is effective for fiscal years

beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The Company adopted ASU 2023-07 in the fourth

quarter of 2024, with no material impact on its consolidated financial statements upon adoption.

The Company defines operating segments as components

of the business for which discrete financial information is available and regularly reviewed by the CODM to allocate resources and assess

The Company’s Chief Executive Officer serves as the CODM and reviews financial information on a consolidated basis

for decision-making, resource allocation, and performance evaluation .

Accordingly, the Company operates as one operating and reportable

segment—technology services—which encompasses its mortgage, real estate, and technology product lines.

Although these product

lines may exhibit different cyclical trends, they are managed together and reported as a single segment.

The CODM evaluates performance based on net income

(loss), as presented in the Consolidated Statement of Operations, which represents the Company’s segment measure of profit or loss

in accordance with GAAP.

These measures are used to (i) assess operating results and the effectiveness of business strategies and (ii)

benchmark the Company’s performance against competitors.

The CODM does not review segment assets or expenses

at a level different from those presented in the Company’s consolidated balance sheet and statement of operations.

Note 17 - Discontinued Operations

There have been no changes to the Company’s

discontinued operations since the filing of the Form 10-K.

As previously disclosed, during the year ended December 31, 2024, the Company

made a strategic decision to fully discontinue the operations through its previously acquired subsidiary, Rhove, which had previously

operated under the rental business segment.

This decision was made due to the lack of future revenue potential and the absence of funding

to further develop the platform.

As of September 30, 2025, the operations formerly conducted by Rhove

continue to be classified as a discontinued operation under ASC 205, Presentation of Financial Statements - Discontinued Operations.

The following table provides details of the discontinued operations

as of September 30, 2025, and December 31, 2024:

Rhove Related Assets

September 30,

(transferred to the Company)

Current Assets

Other Current Assets

Current Liabilities

Accounts payable and other accrued liabilities

Other Current Liabilities

Total liabilities - Rhove

The following table represents the statement of

operations for discontinued operations as of each reporting period:

September 30,

Cost of revenues

Discontinued Operating Expense

The Company operates through two reportable segments:

homebuying services and technology services.

The homebuying services segment includes the Company’s residential real estate brokerage,

mortgage brokerage, and related settlement services operations.

The technology services segment includes the Company’s AI-powered

customer experience platform and software development and support services provided to third parties.

The Company’s Chief Executive Officer is

the chief operating decision maker (“CODM”).

The CODM evaluates segment performance and allocates resources based on segment

revenue and segment adjusted operating income.

There were no changes to the Company’s reportable segments or the basis of measurement

used by the CODM during the three months ended March 31, 2026.

The following table presents information about

the Company’s reportable segments for the three months ended March 31, 2026 and 2025, along with the items necessary to reconcile

segment information to the accompanying consolidated financial statements:

Three Months Ended

Revenue by segment

Technology Services

Homebuying Services

Consolidated revenue

Segment cost of revenues

Technology Services

Homebuying Services

Consolidated segment cost of revenues

Segment operating expenses

Wages, benefits and payroll taxes

Technology Services

Homebuying Services

Marketing and advertising

Technology Services

Homebuying Services

Professional and legal fees

Technology Services

Homebuying Services

Other operating expense

Total operating expense

Discontinued Operating Loss

Net Loss from discontinued operations before income taxes

Technology Services

Homebuying Services

Consolidated segment operating expenses

Segment earnings

Technology Services

Homebuying Services

Total consolidated segment operating loss

Intangible amortization expense

M&A-related expenses

Corporate expense

Non-operating other expense (income), net

Net Loss from continuing operations before income taxes

( 4,338,495 )

( 2,850,167 )

Provision for income taxes

Net Loss from continuing operations

$ ( 4,338,495 )

$ ( 2,850,167 )

(1) Segment operating expenses

consist primarily of wages and employee benefits, payroll taxes, marketing and advertising costs, professional and legal fees, and other

direct operating expenses attributable to each reportable segment.

(2) Intangible amortization expense

primarily represents the amortization of definite-lived intangible assets recognized in connection with business combinations.

(3) Acquisition-related

costs include, among others, transaction, advisory, legal, and other professional fees incurred in connection with business combinations.

(4) Other operating expenses primarily

consist of general and administrative costs, including office and facility-related expenses, dues and subscriptions, travel and related

costs, and other miscellaneous expenses such as insurance, licensing and regulatory fees, bank charges, and technology-related expenses.

(5) Corporate expense includes

costs that are managed at the corporate level and are not allocated to the reportable segments.

These expenses consist primarily of executive

and functional compensation, deal-related costs, and administrative expenses associated with the corporate headquarters.

corporate expenses also include finance, human resources, legal, and other management-related costs that are not considered by the CODM

in evaluating segment performance.

The following table presents information about

the company’s reportable segment assets for the three months ended March 31, 2026, and the year ended December 31, 2025:

Total Assets by Segment

Technology Services

Homebuying Services

Note 14 - Revenue

Revenue is disaggregated by reportable segment,

consistent with how the Company manages its operations and evaluates performance.

See “Note 13 – Segment Reporting for additional

information regarding the Company’s reportable segments.”

Disaggregation of Revenue

Revenue from Contracts with Customers and Performance

The Company recognizes revenue in accordance with

ASC 606, by identifying the contract with a customer, determining the distinct performance obligations within the contract, allocating

the transaction price to those performance obligations, and recognizing revenue when (or as) control of the promised goods or services

transfers to the customer.

AiChat generates revenue from subscription-based

access to its AI conversational customer experience platform and related consulting and implementation services.

Subscription revenue

is recognized over time over the contractual term.

Consulting and implementation revenues are recognized either at a point in time or

over time depending on the nature of the services provided.

reAlpha Mortgage generates revenue from

mortgage brokerage commissions earned upon the successful funding of residential mortgage loans.

Revenue is recognized at a point in time

upon loan funding.

reAlpha Nepal generates revenue from technology

development and related support service contracts.

Revenue is recognized over time as services are performed.

Prevu generates revenue from brokerage

commissions earned upon the successful completion of residential real estate transactions.

Revenue is recognized at a point in time upon

Commission rebates provided to customers are recorded as a reduction of revenue at closing.

The following table presents our revenue disaggregated

by revenue type:

three months ended

Technology Services

Homebuying Services

For the three months ended

March 31, 2026

For the three months ended

March 31, 2025

transferred at a

Point in time

transferred at a

Point in time

Technology Services

Homebuying Services

Transaction Price Allocated to the Remaining

Performance Obligations

As of March 31, 2026, the Company estimated that

$ 363,618 of revenue related to the technology services segment is expected to be recognized in future periods for performance obligations

that were unsatisfied (or partially unsatisfied) as of the end of the reporting period.

The Company expects to recognize the remaining

$ 352,816 of Technology Services performance obligations as revenue during the remainder of 2026.

Contract liabilities

Contract liabilities related to the Company’s technology services

segment consist primarily of advance consideration received or advance billings for subscription and service arrangements for which revenue

has not yet been recognized.

These amounts are recorded as deferred liabilities in the unaudited condensed consolidated balance sheets

and are recognized as revenue as the related performance obligations are satisfied.

The following table provides information about

contract liabilities from contracts with customers:

Deferred revenue

During the three months ended March 31, 2026,

the Company recognized $ 156,094 of revenue that was included in contract liabilities on December 31, 2025.

Note 15 - Subsequent Events

Subsequent to the three months ended September 30, 2025, (i) holders

of the Private Placement Warrants exercised their warrants for cash to purchase an aggregate of 1,580,953 shares of common stock, at an

exercise price per share of $ 0.35 , resulting in additional proceeds to us of approximately $ 550,000 to date, (ii) certain holders of the

July 2025 Warrants exercised their warrants for cash to purchase an aggregate of 23,051,394 shares of our common stock at an exercise

price per share of $ 0.15 , resulting in aggregate gross proceeds to us of approximately $ 3.5 million, (iii) holders of the Placement

Agent Warrants exercised their warrants for cash to purchase an aggregate of 354,167 shares of our common stock, at an exercise price

per share of $ 0.1875 , resulting in additional proceeds to us of approximately $ 50,000 and (iv) a holder of the RDO Placement Agent Warrants exercised their warrants for cash to purchase an aggregate

of 7,143 shares of our common stock, at an exercise price per share of $ 0.4375 , resulting in additional proceeds to us of $ 2,500 .

On October 21, 2025, the Company fully repaid

the outstanding balance of loans to AiChat under SEA’s financing arrangement.

The total amount repaid was approximately $ 126,946 ,

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

AND OTHER INFORMATION CONTAINED IN THIS REPORT

This Quarterly Report on

Form 10-Q, or this “report,” contains forward-looking statements within the meaning of the federal securities laws.

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date that these unaudited condensed consolidated financial statements were available

to be issued.

Based upon this review, except as noted below, the Company did not identify any other subsequent

events that would have required adjustment or disclosure in the financial statements.

Reverse Stock Split

On March 30, 2026, the Board approved a 1-for-25

reverse stock split of the Company’s outstanding common stock, which is expected to become effective on April 30, 2026, subject

to the filing and effectiveness of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the

Secretary of State of Delaware.

The reverse stock split was previously approved by the Company’s stockholders at the 2025 annual

meeting of stockholders.

SPECIAL NOTE REGARDING

FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT

This Quarterly Report on Form

10-Q, or this “report,” contains forward-looking statements within the meaning of the federal securities laws.

Forward-looking

16 unchanged sentences

those discussed in the forward-looking statements include, but are not limited to:

● Our limited cash, history of losses, and our expectation

that we will continue to experience operating losses and negative cash flows in the near future;

● Our ability to raise capital and to continue as a going concern;

● We are employing a business model with a limited track record,

which makes our business difficult to evaluate;

● Our technology that is currently being developed may not

yield expected results or be delivered on time;

● Failure to integrate any acquisitions successfully;

● We intend to utilize a significant amount of indebtedness

and raise capital through equity offerings for the operation of our business;

● The implementation of AI into our technologies may prove

to be more difficult than anticipated;

● The real estate and real estate technology industries in

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

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

● We have a limited operating

history, which may adversely affect us;

● We have a history of operating

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

● We may be unable to obtain

financing through the debt and equity capital markets, which would have a material adverse effect on our growth strategy and our financial

condition and results of operations;

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

Our ability to maintain the listing of our common stock on Nasdaq;

● If we are unable to successfully

identify, consummate or integrate acquisitions into our operations, our business, results of operations, and financial condition could

be adversely affected;

● We have integrated, and intend

to continue to integrate, artificial intelligence (“AI”) in our operations and services which may result in operational challenges,

compliance challenges, reputational concerns, privacy risks and competitive risks, which could have material adverse effects on our financial

condition, results of operations, or reputation;

● We have experienced, and expect

to continue to experience, significant dilution of our common stock, which may adversely affect the market price of our common stock

and make it more difficult to raise capital in the future;

● Compliance with governmental

laws, regulations and covenants that are applicable to our business and industries or that may be passed in the future, including those

related to the operations of brokerages, title service companies, and other real estate services, may adversely affect our business operations

and financial condition;

● Our business depends significantly

on the health of the U.S.

residential real estate industry and changes in general economic conditions;

● Our ability to retain our executive officers and other key

● Our ability to attract or retain customers and users of our

technologies;

● The laws and regulations regarding privacy, data protection,

consumer protection, and other matters are subject to change and uncertain interpretation, and could result in claims, changes to our

business practices, monetary penalties, or otherwise harm to our business.

Forward-looking statements may appear throughout this report, including

without limitation, the following sections:

“Part I, Item 2.Management’s Discussion and Analysis of Financial Condition and

Results of Operations” and “Part II, Item 1A.

Risk Factors.” The forward-looking statements are based upon management’s

beliefs and assumptions and are made as of the date of this report.

We undertake no obligation to publicly update or revise any forward-looking

statements included in this report except as required by law.

You should not place undue reliance on these forward-looking statements.

Unless otherwise stated

or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer

to reAlpha Tech Corp.

● The business and industry in

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

● The reAlpha platform and our

services are currently limited to certain geographic markets and if we are unable to successfully expand the reAlpha platform and our

services to new markets, our growth prospects, results of operations and financial condition may be adversely affected;

● Our technologies that are currently

being developed may not yield expected results or be delivered on time;

● The market price and trading

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

Forward-looking

statements may appear throughout this report, including without limitation, the following sections:

“Part I, Item 2.

Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A.

Risk Factors.” The

forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this report.

no obligation to publicly update or revise any forward-looking statements included in this report.

You should not place undue reliance

on these forward-looking statements.

otherwise stated or the context otherwise requires, the terms “we,” “us,” “our” and the “Company”

refer to reAlpha Tech Corp.

and its subsidiaries, as applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements