reAlpha Tech Corp. Files for IPO

TL;DR

reAlpha Tech Corp. just filed for its IPO, get ready for some new real estate stock.

AI Summary

reAlpha Tech Corp. filed an S-1 registration statement on August 18, 2025, for its initial public offering. The company, formerly known as ReAlpha Asset Management Inc., is incorporated in Delaware and headquartered in Dublin, Ohio. The filing indicates a focus on real estate, with a SIC code of 6500.

Why It Matters

This S-1 filing marks a significant step for reAlpha Tech Corp. as it prepares to become a publicly traded company, potentially impacting the real estate investment landscape.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public, which inherently carries risks associated with market reception and operational execution.

Key Numbers

• 6500 — SIC Code (Indicates a focus on Real Estate)

Key Players & Entities

• reAlpha Tech Corp. (company) — Registrant
• August 18, 2025 (date) — Filing Date
• 333-289704 (dollar_amount) — SEC File Number
• 6515 Longshore Loop, Suite 100 Dublin, OH 43017 (company) — Principal Executive Offices Address
• Michael J. Logozzo (person) — Chief Executive Officer
• ReAlpha Asset Management Inc. (company) — Former Company Name
• Delaware (company) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — 15,000,004 shares of our common stock, $0.001 par value per share, issuable upon exer
• $0.38 — stock on Nasdaq on August 15, 2025 was $0.38 per share. We are an "emerging growth
• $1 — ment to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listi
• $35 million — value of listed securities of at least $35 million (the "MVLS Requirement"). In accordance
• $7,650,000 — ng an aggregate offering price of up to $7,650,000. The Sales Agreement provides that Wain
• $944,759 — aggregate net proceeds of approximately $944,759. The ATM program with Wainwright was su
• $5.00 — ck having an original exercise price of $5.00 per share, which was subsequently adjus
• $1.44 — are, which was subsequently adjusted to $1.44 per share pursuant to the anti-dilution
• $0.75 — Warrants at a reduced exercise price of $0.75 per share (the "Reduced Exercised Price
• $3.1 million — gregate gross proceeds of approximately $3.1 million from the exercise of the Existing Warra
• $2.9 million — ulting in net proceeds of approximately $2.9 million. The New Warrants are currently exercis
• $240,000 — rdinary shares of AiChat, we will issue $240,000 in shares of our common stock (the "Con

Filing Documents

• aire_s1.htm (S-1) — 411KB
• aire_ex51.htm (EX-5.1) — 11KB
• aire_ex231.htm (EX-23.1) — 3KB
• aire_ex107.htm (EX-FILING FEES) — 26KB
• aire_ex51img3.jpg (GRAPHIC) — 6KB
• aire_ex51img4.jpg (GRAPHIC) — 2KB
• aire_ex51img5.jpg (GRAPHIC) — 2KB
• aire_s1img3.jpg (GRAPHIC) — 3KB
• aire_s1img4.jpg (GRAPHIC) — 3KB
• 0002008589-25-000044.txt ( ) — 596KB
• aire_ex107_htm.xml (XML) — 7KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 12

USE OF PROCEEDS

USE OF PROCEEDS 13 SELLING STOCKHOLDERS 14 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 23 EXPERTS 23 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 23 WHERE YOU CAN FIND MORE INFORMATION 24 i Table of Contents ABOUT THIS PROSPECTUS This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under "Selling Stockholders" beginning on page 14, of up to 15,000,004 shares of our common stock issuable upon exercise of the Warrants. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock by the selling stockholders under this prospectus. This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission (the "SEC"). This prospectus omits some of the information contained in the registration statement, and we refer you to the full registration statement for further information about us and the securities being offered by the selling stockholders under this prospectus. Before making an investment decision, you should read, in addition to this prospectus and the registration statement, any documents that we incorporate by reference in this prospectus, as referred to under "Incorporation of Certain Information by Reference" beginning on page 23, and the information under "Where You Can Find More Information" beginning on page 24. Any statement contained in the prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete, and in each instance reference is made to the copy of the document filed. You should review the complete document to evaluate these statements. Further, you should not assume that the information in this prospectus or any documents incorporated by reference herein is accurate as of any date other than the date of each document. Our business,

View Full Filing

View this S-1 filing on SEC EDGAR