reAlpha Tech Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

reAlpha Tech Corp. signed a big deal and sold some stock. Details in 8-K.

AI Summary

On July 12, 2024, reAlpha Tech Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for reAlpha Tech Corp., including a new material agreement and potential equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• reAlpha Tech Corp. (company) — Registrant
• July 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41839 (identifier) — Commission File Number
• 86-3425507 (identifier) — I.R.S. Employer Identification Number
• 6515 Longshore Loop , Suite 100 , Dublin , OH 43017 (address) — Principal executive offices
• ( 707 ) 732-5742 (phone_number) — Registrant's phone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AIRE The Nasdaq Stock Mar
• $1,140,000 — e Seller an aggregate purchase price of $1,140,000, consisting of: (i) $312,000 in restric
• $312,000 — price of $1,140,000, consisting of: (i) $312,000 in restricted shares of the Company's c
• $588,000 — 2025 (the "First Tranche Shares"); (ii) $588,000 in restricted shares of Common Stock, b
• $240,000 — the "Second Tranche Shares"); and (iii) $240,000 in restricted shares of Common Stock, c
• $60,000 — osing date, for a subscription price of $60,000; and (ii) 222,841 ordinary shares of Ai

Filing Documents

• ea0209388-8k_realpha.htm (8-K) — 39KB
• ea020938801ex10-1_real.htm (EX-10.1) — 120KB
• ea020938801ex99-1_real.htm (EX-99.1) — 15KB
• 0001213900-24-061152.txt ( ) — 377KB
• aire-20240712.xsd (EX-101.SCH) — 3KB
• aire-20240712_lab.xml (EX-101.LAB) — 33KB
• aire-20240712_pre.xml (EX-101.PRE) — 22KB
• ea0209388-8k_realpha_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Acquisition of AiChat Pte. Ltd. On July 12, 2024, reAlpha Tech Corp. (the "Company") entered into a Business Acquisition and Financing Agreement (the "Acquisition Agreement"), with AiChat Pte. Ltd., a company incorporated in the Republic of Singapore ("AiChat"), AiChat10X Pte. Ltd., a company incorporated in the Republic of Singapore (the "Seller") and Kester Poh Kah Yong (the "Founder"), pursuant to which the Company acquired from Seller 85% of the ordinary shares of AiChat, an artificial intelligence-powered company that provides conversational customer experience solutions, that were outstanding immediately prior to the execution of the Acquisition Agreement, with the remaining 15% of such outstanding ordinary shares of AiChat to be acquired on June 30, 2025 (the "Acquisition"). In exchange for all of the ordinary shares of AiChat outstanding immediately prior to the execution of the Acquisition Agreement, and pursuant to the terms and subject to the conditions of the Acquisition Agreement, the Company agreed to pay the Seller an aggregate purchase price of $1,140,000, consisting of: (i) $312,000 in restricted shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), based on a 10% discount to the 10 day volume weighted average price of the Common Stock as reported on the Nasdaq Capital Market (the "VWAP Share Price") and payable to the Seller no later than January 1, 2025 (the "First Tranche Shares"); (ii) $588,000 in restricted shares of Common Stock, based on a 10% discount to the VWAP Share Price, subject to any Base Case Adjustment (as defined in the Acquisition Agreement), payable to the Seller no later than April 1, 2025 (the "Second Tranche Shares"); and (iii) $240,000 in restricted shares of Common Stock, calculated at a 5% discount to the VWAP Share Price, payable to the Seller no later than December 1, 2025 (the "Third Tranche Shares," and together with the First Tr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02 to the extent required. The Tranche Shares issuable under the Acquisition Agreement, when issued, will be exempt from registration under the Securities Act in reliance on Regulation S thereof. The Seller and Founder represented to the Company, among other things, that each of them is not a "U.S. Person" (as defined in Rule 902(k) promulgated under the Securities Act) and that each of them will be acquiring the Tranche Shares for investment purposes and not with a view to, or for sale in connection with any distribution thereof. Appropriate customary restrictive legends will be affixed to any certificates or other statements evidencing the Tranche Shares.

01 Other Events

Item 8.01 Other Events. On July 15, 2024, the Company issued a press release announcing the transaction described in Item 1.01 of this Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information set forth and incorporated into this Item 8.01 of this Form 8-K is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The Company has determined that the Acquisition will not constitute an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, financial statements contemplated by Item 9.01 of Form 8-K are not required to be reported by Form 8-K with respect to the Acquisition. (b) Pro forma financial information. The Company has determined that the Acquisition will not constitute an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, pro forma financial information contemplated by Item 9.01 of Form 8-K is not required to be reported by Form 8-K with respect to the Acquisition. (d) Exhibits Exhibit Number Description 10.1*+ Business Acquisition and Financing Agreement, dated as of July 12, 2024, among reAlpha Tech Corp., AiChat Pte. Ltd., AiChat10X Pte. Ltd. and Kester Poh Kah Yong. 99.1** Press Release, dated July 15, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. + The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 15, 2024 reAlpha Tech Corp. By: /s/ Giri Devanur Giri Devanur Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR