reAlpha Tech Corp. Files 8-K: Material Definitive Agreement

TL;DR

reAlpha Tech Corp. signed a material definitive agreement on Nov 19, 2024. More details in the filing.

AI Summary

On November 19, 2024, reAlpha Tech Corp. entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Dublin, OH.

Why It Matters

This 8-K filing indicates a significant new agreement for reAlpha Tech Corp., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• reAlpha Tech Corp. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Dublin, OH (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AIRE The Nasdaq Stock Mar
• $250,000 — e Seller an aggregate purchase price of $250,000 in the form of in-kind services to be p
• $150 — Realty will pay the Broker at a rate of $150 per hour in exchange for such services.
• $60,000 — ote in the original principal amount of $60,000 (the "Note"). The Note is convertible i

Filing Documents

• ea0222047-8k_realpha.htm (8-K) — 38KB
• ea022204701ex2-1_realpha.htm (EX-2.1) — 202KB
• ea022204701ex99-1_realpha.htm (EX-99.1) — 62KB
• ea022204701ex99-2_realpha.htm (EX-99.2) — 16KB
• 0001213900-24-100731.txt ( ) — 555KB
• aire-20241119.xsd (EX-101.SCH) — 3KB
• aire-20241119_lab.xml (EX-101.LAB) — 33KB
• aire-20241119_pre.xml (EX-101.PRE) — 22KB
• ea0222047-8k_realpha_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Acquisition of USRealty Brokerage Solutions, LLC and Investment in Unreal Estate Inc. On November 20, 2024 (the "Closing Date"), reAlpha Tech Corp. (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), with Unreal Estate LLC, a Delaware limited liability company (the "Seller"), USRealty Brokerage Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller ("US Realty"), and Unreal Estate Inc., a Delaware corporation (the "Parent"), pursuant to which, on the Closing Date, the Company acquired from the Seller 100% of the membership interests of US Realty that were outstanding immediately prior to the execution of the Purchase Agreement (the "Acquisition"). Prior to the Acquisition, US Realty had no operations except for a Multiple Listing Service registration. Pursuant to the terms and prior to the execution of the Purchase Agreement, the Company agreed to pay the Seller an aggregate purchase price of $250,000 in the form of in-kind services to be provided by the Company, including software usage by the Seller or the Parent, beginning on the Closing Date and continuing for a period of one year thereafter (the "In-Kind Services"). The terms of the In-Kind Services will be further described in a services agreement to be entered into among the Company, the Seller and the Parent within 30 days of the Closing Date. The Purchase Agreement provides that, following the Closing Date, the Seller will indemnify the Company and its affiliates for any liability, damages, losses, costs and/or expenses arising out of breaches by the Seller of its covenants and representations, and for certain other matters as specified in the Purchase Agreement, subject to certain limitations and exclusions as identified therei

01 Other Events

Item 8.01 Other Events. On November 21, 2024, the Company issued a press release announcing the transactions described in Item 1.01 of this Form 8-K. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference. The information set forth and incorporated into this Item 8.01 of this Form 8-K, including Exhibit 99.2, 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 of 1933, as amended, 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 Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1*+ Membership Interest Purchase Agreement, dated as of November 20, 2024, among reAlpha Tech Corp., USRealty Brokerage Solutions, LLC, Unreal Estate LLC and Unreal Estate Inc. 99.1* Convertible Promissory Note, dated November 19, 2024. 99.2** Press Release, dated November 21, 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 U.S. Securities and Exchange Commission 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: November 21, 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