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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 13, 2025

 

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41839   86-3425507
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

6515 Longshore Loop, Suite 100, Dublin, OH 43017

(Address of principal executive offices and zip code)

 

(707) 732-5742

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   AIRE   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On November 13, 2025, reAlpha Tech Corp. (the “Company”) issued a letter to shareholders which was posted on its website at ir.realpha.com. A copy of the letter to shareholders is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).

 

On the same date, the Company also made available a corporate presentation on its website at ir.realpha.com containing information related to the Company’s strategic focus, business developments, and recent trends. Representatives of the Company intend to present some of or all of this presentation to investors at various conferences and meetings beginning on the date hereof. A copy of the presentation is furnished as Exhibit 99.2 to this Form 8-K.

 

The letter to shareholders and the corporate presentation should be read together with the information included in the Company’s other filings with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended on May 13, 2025, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as amended on August 15, 2025 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

 

The information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  Description
99.1*   Shareholder Letter, dated November 13, 2025.
99.2*   Corporate Presentation, dated November 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Furnished herewith.

 

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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 13, 2025 reAlpha Tech Corp.
     
  By: /s/ Michael J. Logozzo
    Michael J. Logozzo
    Chief Executive Officer

 

 

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Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

Q3 2025

 

Shareholder Letter

 

 

 

 

 

 

 

Letter to Shareholders: Q3 2025

 

Key quarterly metrics

 

 

Dear Shareholders:

 

The third quarter was about moving from building the foundation to putting the pieces in place for continued growth. We advanced execution, expanded into targeted markets, and simplified the customer experience through enhanced AI and tighter product integration across realty and mortgage. Our goal remains clear: make homeownership simpler, smarter, and more affordable by bringing the full journey onto one platform.

 

In the third quarter:

 

Revenue increased 326% year over year to $1.5 million, compared to $0.3 million in the third quarter of 2024, driven primarily by mortgage brokerage transactions and subscription fees for AI conversational technologies.

 

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Gross profit rose to $750 thousand, up from $226 thousand in the prior-year quarter, reflecting higher loan origination and brokerage volume. Gross margin declined to 52% from 67%, primarily reflecting a higher contribution from mortgage brokerage services, which carry lower margins as direct broker commissions are recorded within cost of revenue.

 

Cash ended the quarter at approximately $9.3 million, up from $7.0 million in the prior year, reflecting strengthened liquidity following capital raises and debt repayment.

 

Adjusted EBITDA was $(2.2) million, compared to $(1.3) million in Q3 2024, reflecting ongoing investment in AI infrastructure, market expansion, and platform integration.

 

Net loss was $(5.8) million, compared to $(2.1) million in Q3 2024.

 

The Company regained compliance with Nasdaq’s minimum market value requirement and continues to work toward full compliance with listing standards.

 

We are being deliberate about how we communicate our progress. My commitment to shareholders is to report what we have accomplished, where we are going, and how we will measure the progress. That means fewer announcements about ideas and more updates tied to execution. It also means clarity about the work still ahead: we will continue to invest in areas that drive growth, enhance customer experience, and improve unit economics, and we will pace expansion so that our foundation remains strong as we scale.

 

Clearing the Path for Growth

 

In the third quarter, we strengthened our balance sheet and simplified our capital structure to support long-term growth. We raised approximately $7.5 million through equity offerings, $10.0 million from warrant exercises, and $0.9 million through our at-the-market program. These proceeds allowed us to fully repay our secured promissory note with Streeterville Capital, eliminating all parent-level debt. With a stronger balance sheet and improved liquidity, we’re positioned to invest in high-impact initiatives that advance our integrated homebuying platform.

 

Operationally, we continued to focus on scalability and efficiency. Teams streamlined workflows across realty and mortgage, reducing overlap in systems and improving visibility into data and key drivers of performance. These actions help ensure that as volumes increase, we maintain quality, consistency, and speed across the platform.

 

We also maintained focus on core public company fundamentals, including governance, disclosure discipline, and consistent communication with investors. In September, we regained compliance with Nasdaq’s minimum market value requirement, an important milestone, but one part of a larger effort to build trust in how we operate as a public company. Our next priority is addressing the minimum bid price requirement through steady execution and transparent communication. Together, these steps reinforce our financial discipline and strengthen the foundation for the next phase of growth.

 

3

 

 

Executing Our Platform Strategy at Scale

 

This quarter, we continued to build the business by expanding into new states, improving our systems, and streamlining the customer journey. We expanded our real estate brokerage presence into Georgia through our REALTOR® affiliate and extended our mortgage footprint into Utah and Nevada, with local leadership and infrastructure in place to support growth. These steps reflect reAlpha’s disciplined approach to strategic service expansion, focused on operational consistency and integrating capabilities across realty and mortgage.

 

 

Present in 31 markets as of November 10, 2025

 

We also made meaningful progress in how technology supports our ability to scale. In mortgage operations, we upgraded the internal AI Loan Officer Assistant to improve document recognition and validation, reducing manual work on repeatable tasks. These upgrades allow our teams to process more applications efficiently and maintain the high level of quality that customers expect.

 

Behind the scenes, these AI integrations improve data flow, reduce manual handoffs, and give teams clearer visibility across customer touchpoints. This work strengthens decision accuracy and creates a smoother, more connected experience from search through closing.

 

On the consumer side, we expanded Claire, our AI homebuying concierge, to better support buyers through the early stages of their journey. Claire helps users identify the best next steps, connect with reAlpha’s real estate and mortgage partners, and onboard on our platform. Claire’s recommendations are informed by data and conversation context, creating a more cohesive guided experience for buyers.

 

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We also strengthened the go-to-market spine that supports expansion. Brand, messaging, and customer interactions are now aligned across advertising, product, and automated communication channels, ensuring customers experience a cohesive, consistent journey at every touchpoint. By connecting these elements with our technology and incentive programs, we’re creating a unified experience that enhances engagement, reinforces our market position, and builds lasting value for homebuyers and the business.

 

One reAlpha: Uniting Vision, Culture, and Capability

 

This quarter, we aligned our organization around our refreshed vision: to reimagine the path to homeownership, powered by AI and designed for people. This vision defines how we innovate, operate, and communicate by connecting technology, data, and people under a single purpose.

 

To bring that vision to life, we unified our teams under “One reAlpha,” a structure that ensures every part of the organization moves with the same voice, behavior, and discipline.

 

As part of this evolution, in October 2025, we completed the full integration of Naamche into our product and technology organization. More than 30 AI engineers, software developers, UX designers, analysts, and creative professionals are now contributing within a single unified model. This integration goes beyond headcount, it brings specialized AI capabilities directly into our product development process, allowing teams to iterate faster, share learnings more efficiently, and deploy automation at greater scale.

 

Culturally, we’re moving forward with urgency, clarity, and accountability. The same alignment driving our product and organizational integration now also shapes how we operate day-to-day, through clear ownership, consistent operating rhythms, and accountability for results. This shared mindset keeps us connected to our purpose, accelerates learning, and ensures that as we scale, we continue to build with people - our customers, partners, and teammates - at the center of everything we do.

 

Looking Forward

 

As we enter the final quarter of 2025, our focus remains clear: execution, compliance, and readiness for the next homebuying season and phase of scale. We believe the progress we’ve made this year: strengthening our balance sheet, expanding into new markets, and integrating AI into our operations has positioned us for sustainable growth in 2026.

 

We are prioritizing three objectives as we move ahead.

 

First, we are working toward full compliance with Nasdaq’s continued listing standards, including resolving the minimum bid price requirement by executing consistently and increasing investor confidence.

 

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Second, we are advancing our 2026 product roadmap with a focus on efficiency, automation, and human-centered design, ensuring that AI continues to amplify what people do best while also improving customer experience and operational scale.

 

Third, we are expanding our platform and market reach, led by reAlpha Realty and reAlpha Mortgage, and evaluating selective partnerships and acquisitions that strengthen integration across realty, mortgage, and title.

 

Together, these priorities reflect our commitment to disciplined growth: maintaining financial strength, deepening platform integration, and scaling technology that empowers people and delivers lasting value for shareholders.

 

Lastly

 

To our employees, thank you for your focus, creativity, and discipline. You are the reason our vision becomes reality. To our partners, thank you for your trust and collaboration as we build something meaningful in a complex market. And to our shareholders, thank you for your patience and conviction. The foundation is in place. Now our focus is on consistent execution, disciplined growth, and delivering lasting value. I remain committed to transparency, accountability, and building a company that earns your confidence through consistent performance and measurable results.

 

Sincerely,

 

/s/ Mike Logozzo  
Mike Logozzo  
Chief Executive Officer  

 

reAlpha Tech Corp. (NASDAQ: AIRE)

 

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Use of Non-U.S. GAAP Financial Measures

 

This letter includes Adjusted EBITDA, a financial measure that is not presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and may be different from non-U.S. GAAP financial measures used by other companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations.

 

We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-U.S. GAAP financial measures may be helpful to investors because it provides consistency and comparability with past financial performance. This non-U.S. GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. A reconciliation of this non-U.S. GAAP financial measure to the most directly comparable U.S. GAAP measures can be found in the appendix to this presentation and in our public filings with the SEC.

 

About reAlpha Tech Corp.

 

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.

 

Forward-looking statements

 

The information in this letter includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements by our Chief Executive Officer, Mike Logozzo or the expected future performance of reAlpha, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to successfully enter new geographic markets and to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings or any legal proceedings that may be instituted against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha’s ability to successfully identify and acquire companies that are complementary to its business model; the inability to maintain and strengthen reAlpha’s brand and reputation; reAlpha’s ability to reduce its manual loan processing time and manual effort of its employees through the implementation of its Loan Officer Assistant and CRM platform across real estate and mortgage operations; reAlpha’s ability to improve data accuracy and boost engagement of its brand through its redesigned website and the integration of CRM platform across real estate and mortgage operations; reAlpha’s ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation of its new internal organizational structure; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally; any accidents or incidents involving cybersecurity breaches and incidents; the availability of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies, bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; reAlpha’s ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; reAlpha’s ability to maintain compliance with Nasdaq listing rules; reAlpha’s ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2); changes in applicable laws or regulations, including with respect to AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s SEC filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

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Financial Statements

 

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Balance Sheet

September 30, 2025 (Unaudited) and December 31, 2024

 

   September 30,
2025
   December 31,
2024
 
ASSETS        
         
Current Assets        
Cash  $9,278,879   $3,123,530 
Accounts receivable, net   42,943    182,425 
Receivable from related parties   -    12,873 
Prepaid expenses   2,509,042    180,158 
Current assets of discontinued operations   -    56,931 
Other current assets   361,558    487,181 
Total current assets   12,192,422    4,043,098 
           
Property and Equipment, at cost          
Property and equipment, net  $50,378   $102,638 
           
Other Assets          
Investments   204,923    215,000 
Other long term assets   -    31,250 
Intangible assets, net   3,071,109    3,285,406 
Goodwill   4,208,261    4,211,166 
Capitalized software development - work in progress   -    105,900 
           
TOTAL ASSETS  $19,727,093   $11,994,458 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities          
Accounts payable  $200,386   $655,765 
Related party payables   5,622    9,287 
Short term loans - related parties -current portion   227,504    261,986 
Short term loans - unrelated parties -current portion   260,966    519,153 
Accrued expenses   1,246,672    1,164,813 
Deferred liabilities, current portion   1,117,807    1,534,433 
Total current liabilities  $3,058,957   $4,145,437 
           
Long-Term Liabilities          
Embedded derivative liability   4,479,980    - 
Preferred stock liability   377,343    - 
Other long term loans - related parties - net of current portion   6,424    45,052 
Other long term loans - unrelated parties - net of current portion   103,811    241,121 
Note payable, net of discount   -    4,909,376 
Other long term liabilities   801,000    1,086,000 
Total liabilities  $8,827,515   $10,426,986 
           
Stockholders’ Equity (Deficit)          
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   -    - 
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)   103,047    45,865 
Common stock to be issued   280,000    - 
Additional paid-in capital   61,610,536    39,770,060 
Accumulated deficit   (51,008,326)   (38,260,913)
Accumulated other comprehensive (loss) income   (96,074)   5,011 
Total stockholders’ equity of reAlpha Tech Corp.   10,889,183    1,560,023 
           
Non-controlling interests in consolidated entities   10,395    7,449 
Total stockholders’ equity   10,899,578    1,567,472 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $19,727,093   $11,994,458 

 

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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,
2025
   September 30,
2024
   September 30,
2025
   September 30,
2024
 
                 
Revenues  $1,445,137   $339,227   $3,623,153   $422,006 
Cost of revenues   695,557    113,361    1,733,441    139,687 
Gross Profit   749,580    225,866    1,889,712    282,319 
                     
Operating Expense                    
Wages, benefits and payroll taxes   1,655,061    779,561    4,291,586    1,674,647 
Repairs and maintenance   344    1,537    1,304    3,132 
Utilities   4,963    2,555    16,881    5,197 
Travel   27,172    75,424    111,556    186,705 
Dues and subscriptions   29,732    37,491    121,971    74,234 
Marketing and advertising   2,481,015    243,362    4,483,626    451,103 
Professional and legal fees   996,329    441,569    2,742,220    1,222,086 
Depreciation and amortization   132,001    99,009    393,445    239,792 
Impairment of capitalized software   -    -    105,900    - 
Other operating expense   371,764    170,548    1,032,663    345,832 
Total operating expense   5,698,381    1,851,056    13,301,152    4,202,728 
                     
Operating Loss   (4,948,801)   (1,625,190)   (11,411,440)   (3,920,409)
                     
Other Expense (income)                    
Changes in fair value of contingent consideration   (67,000)   -    (148,000)   - 
Interest expense, net   388,364    119,485    934,365    130,607 
Change in fair value of preferred stock liability and embedded derivative liability   95,495    -    (243,883)   - 
Other expense, net   415,664    289,469    787,770    741,249 
Total other expense   832,523    408,954    1,330,252    871,856 
                     
Net Loss from continuing operations before income taxes   (5,781,324)   (2,034,144)   (12,741,692)   (4,792,265)
Income tax (expense) benefit   -    -    -    - 
                     
Net Loss from continuing operations   (5,781,324)   (2,034,144)   (12,741,692)   (4,792,265)
                     
Discontinued operations (Roost and Rhove)                    
Loss from operations of discontinued operations   -    (64,430)   -    (203,666)
Income tax benefit   -    -    -    - 
Loss on discontinued operations  $-   $(64,430)  $-   $(203,666)
                     
Net Loss  $(5,781,324)  $(2,098,574)  $(12,741,692)  $(4,995,931)
                     
Less: Net Income (Loss) Attributable to Non-Controlling Interests   1,317    (26)   2,946    (74)
                     
Net Loss Attributable to Controlling Interests  $(5,782,641)  $(2,098,548)  $(12,744,638)  $(4,995,857)
                     
Other comprehensive income (loss)                    
Foreign currency translation adjustments   17,282    (33,917)   (89,154)   (33,917)
Total other comprehensive income (loss)   17,282    (33,917)   (89,154)   (33,917)
                     
Comprehensive Loss Attributable to Controlling Interests  $(5,765,359)  $(2,132,465)  $(12,833,793)  $(5,029,774)
                     
Basic loss per share                    
Continuing operations  $(0.07)  $(0.05)  $(0.22)  $(0.11)
Discontinued operations  $-   $-   $-   $- 
Net Loss per share — basic  $(0.07)  $(0.05)  $(0.22)  $(0.11)
                     
Diluted loss per share                    
Continuing operations  $(0.07)  $(0.05)  $(0.22)  $(0.11)
Discontinued operations  $-   $-   $-   $- 
Net Loss per share — diluted  $(0.07)  $(0.05)  $(0.22)  $(0.11)
                     
Weighted-average outstanding shares — basic   81,716,309    44,372,982    58,167,658    44,240,099 
                     
Weighted-average outstanding shares — diluted   81,716,309    44,372,982    58,167,658    44,240,099 

 

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reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2025, and 2024 (unaudited)

 

   For the Nine Months Ended   For the Nine Months Ended 
   September 30,
2025
   September 30,
2024
 
Cash Flows from Operating Activities:        
Net Loss  $(12,741,692)  $(4,995,931)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   393,445    304,222 
Impairment of capitalized software   105,900    145,746 
Amortization of loan discounts   545,624    - 
Stock-based compensation - employees   557,999    207,454 
Stock-based compensation - services   -    108,647 
Change in fair value of contingent consideration   (148,000)   - 
Loss on extinguishment of debt   438,834    - 
Change in fair value of preferred stock liability and embedded derivative liability   (243,883)   - 
Non-cash commitment fee expenses   375,000    375,000 
Non-cash marketing and advertising   3,373,866    - 
Non-cash compensation expense - GTG Financial   106,000    - 
Non-cash dividend payable on Series A convertible preferred stock   78,391    - 
Gain on rescission of GTG acquisition   (94,071)   - 
Loss/(gain) on sale of property and equipment   48,748    (31,392)
Loss/(gain) from equity method investment   10,077    (20,663)
Changes in operating assets and liabilities          
Accounts receivable   139,482    150,736 
Receivable from related parties   12,873    - 
Payable to related parties   (3,665)   - 
Prepaid expenses   57,711    193,260 
Other current assets   (286,820)   (6,843)
Accounts payable   (555,707)   (59,178)
Accrued expenses   (781,173)   (177,148)
Deferred liabilities   (236,101)   - 
Total adjustments   3,894,530    1,189,841 
Net cash used in operating activities   (8,847,162)   (3,806,090)
           
Cash Flows from Investing Activities:          
Additions to property and equipment   (32,604)   (8,781)
Proceeds from sale of properties   -    78,000 
Net cash acquired in business combination   349,529    (20,464)
Deconsolidation of GTG cash   (207,606)   - 
Cash used for additions to capitalized software   (156,892)   (417,024)
Net cash used in investing activities   (47,573)   (368,269)
           
Cash Flows from Financing Activities:          
Proceeds from issuance of debt   155,481    5,000,000 
Payments of debt   (5,409,086)   (205,134)
Proceeds from issuance of common stock   21,615,811    - 
Debt extinguishment expenses   (368,769)   - 
Equity issuance expenses   (941,742)   - 
Net cash provided by financing activities   15,051,695    4,794,866 
           
Net increase in cash   6,156,960    620,507 
           
Effect of exchange rate changes on cash   (1,611)   - 
           
Cash - Beginning of Period   3,123,530    6,456,370 
           
Cash - End of Period  $9,278,879   $7,076,877 
           
Supplemental disclosure of cash flow information          
Cash paid for interest   457,036    130,607 
           
Noncash Investing and Financing Activities:          
Preferred stock issuance - MMC transaction   5,000,000    - 
Non-cash conversion of debt to equity – Streeterville Capital, LLC   720,065    - 
Issuance of warrants to placement agents in connection with equity offerings   299,768    - 

 

10

 

 

Non-GAAP Financial Measures

 

To supplement our financial information presented in accordance with U.S. GAAP, we believe “Adjusted EBITDA,” a “non-U.S. GAAP financial measure,” as such term is defined under the rules of the SEC, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-U.S. GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance. However, this non-U.S. GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate a similarly titled non-U.S. GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this non-U.S. GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-U.S. GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate our business.  

 

We use Adjusted EBITDA, a non-U.S. GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, changes in fair value of contingent consideration and preferred stock, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations. We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S. GAAP.

 

The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below: 

 

   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30
 
   2025   2024   2025   2024 
Net loss  $(5,781,324)  $(2,098,574)  $(12,741,692)  $(4,995,931)
Adjusted to exclude the following                    
Depreciation and amortization   132,001    163,439    393,445    304,222 
Amortization of loan discounts and origination fee(1)   303,122    36,250    545,624    36,250 
Non-cash marketing expenses(2)   2,079,874    -    3,373,865    - 
Impairment of intangible assets   -    -    105,900    - 
Changes in fair value of contingent consideration(3)   (67,000    -    (148,000    - 
Change in fair value of  preferred stock(4)   95,495    -    (243,883    - 
Loss on extinguishment of debt(5)   368,769    -    438,834    - 
GTG deconsolidation gain(6)   (94,071    -    (94,071    - 
Gain (loss) on equity method investments   7,679    108,382    10,077    (20,663 
Interest expense   85,242    119,881    388,741    131,723 
GEM commitment fee (7)   125,000    125,000    375,000    375,000 
Share based compensation (8)   286,656    113,037    557,999    207,454 
Equity offering costs(9)   250,000    -    480,774    - 
Acquisition-related expenses   -    178,678    87,352    363,426 
Adjusted EBITDA   (2,208,557)   (1,253,907)   (6,467,579)   (3,598,519)

 

(1)Represents amortization of all debt issuance costs and original issue discount due to the repayment of the secured promissory note issued to Streeterville Capital, LLC (“Streeterville”), including the prepayment penalty.

 

11

 

 

(2)Represents the non-cash marketing expenses such as the utilization of credits from Mercurius Media Capital LP (“MMC”).

 

(3)Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage.

 

(4)Represents non-cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued in the MMC transaction.

 

(5)Represents a loss recognized upon the extinguishment of the debt related to the secured promissory note issued to Streeterville.

 

(6)Represents a gain recognized upon the rescission of the GTG Financial, Inc. acquisition.

 

(7)Represents the commitment fee of $1,000,000 incurred in connection with the equity facility from GEM Yield Bahamas Limited and GEM Global Yield LLC SCS, which has been amortized over a period of 24 months, beginning on October 23, 2023.

 

(8)Represents non-cash expenses related to shares of common stock issued to certain employees and restricted stock units granted to our executive officers and certain employees.

 

(9)Represents legal and professional fees incurred in connection with the issuance of shares of common stock and warrants through the best efforts public offering completed on July 18, 2025, the registered direct offering and concurrent private placement completed on July 22, 2025, and the at-the-market program with Wainwright.

 

12

Exhibit 99.2

 

Reimagining the Path to Homeownership with AI - driven innovation November 2025 Corporate Presentation NASDAQ: AIRE

 

Disclaimers This presentation is made solely for information purposes and no representation or warranty, express or implied, is made by reAlpha Tech Corp . (reAlpha,” “we,” “us,” “our,” and, together with our subsidiaries, the “Company”) or any of its representatives as to the information contained in these materials or disclosed during any related presentations or discussions . This presentation also contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , including, without limitation, statements relating to reAlpha’s plans, strategies, objectives, expectations, intentions and adequacy of resources . These forward - looking statements involve known and unknown risks, uncertainties and other factors that may cause reAlpha’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward - looking statements, such as reAlpha’s limited operating history and that reAlpha has not yet fully developed its artificial intelligence ("AI") based technologies ; reAlpha’s ability to commercialize its developing AI - based technologies ; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users ; reAlpha's ability to integrate the business of its acquired companies into its existing business and the anticipated demand for the services offered by such acquired companies ; the inability to maintain and strengthen reAlpha’s brand and reputation ; reAlpha’s ability to reduce the manual loan processing time and manual effort of its employees through the implementation of its internal AI - powered Loan Officer Assistant ; reAlpha’s ability to improve data accuracy and boost engagement of its brand through its redesigned website ; reAlpha’s ability to enhance its operational efficiency, improve cross - functional coordination and support the reAlpha platform’s continued growth through the implementation of its new processes and initiatives, including upgrades thereto ; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally ; reAlpha’s ability to execute business objectives and growth strategies successfully or sustain its growth ; the ability of reAlpha’s customers to pay for reAlpha’s services ; reAlpha’s ability to successfully enter new geographic markets ; reAlpha’s ability to obtain the necessary regulatory and legal approvals to expand into additional U . S . states and maintain, or obtain, brokerage licenses in such states ; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U . S . states brokerage licenses ; reAlpha’s ability to scale its operational capabilities to expand into additional geographic markets ; the potential loss of key employees of its acquired companies including, but not limited to, Naamche, Inc . (“U . S . Naamche”) and Naamche, Inc . Pvt . Ltd . (“Nepal Naamche,” and together with U . S . Naamche, “Naamche”), AiChat Pte . Ltd . , Hyperfast Title LLC, and Debt Does Deals, LLC (“reAlpha Mortgage”) ; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment ; the health of the U . S . residential real estate industry and changes in general economic conditions ; the availability of rebates, which may be limited or restricted by state law ; and risks specific to AI - based technologies, including potential inaccuracies, bias, or regulatory restrictions and other risks and uncertainties further described in reAlpha's periodic reports filed with the Securities and Exchange Commission ("SEC"), including the Annual Report on Form 10 - K for the period ended December 31 , 2024 (as amended), the Form 10 - Q for the quarterly period ended June 30 , 2025 (as amended), and the Form 10 - Q for the quarterly period ended September 30 , 2025 , and other filings that may be filed with the SEC from time to time . Nothing contained herein is, or should be relied on as, a promise or representation as to the future . The information in this presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction, including India, in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction . Former Subsidiary Disclosure Certain historical financial information presented herein includes the results of GTG Financial, Inc . (“GTG Financial”), whose acquisition was completed on February 20 , 2025 and subsequently rescinded on August 21 , 2025 . As a result, GTG Financial was no longer a subsidiary of the Company as of August 21 , 2025 . Use of Non - U.S. GAAP Financial Measures This presentation includes Adjusted EBITDA, a financial measure that is not presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and may be different from non - U.S. GAAP financial measures used by other companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, share - based compensation, and other non - cash, non - operating, or non - recurring items that we believe are not indicative of our core business operations. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes . We believe that this non - U . S . GAAP financial measures may be helpful to investors because it provides consistency and comparability with past financial performance . This non - U . S . GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U . S . GAAP . A reconciliation of this non - U . S . GAAP financial measure to the most directly comparable U . S . GAAP measures can be found in the appendix to this presentation and in our public filings with the SEC . Trademarks This presentation includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. Use of AI Images on this presentation may be produced using AI. These AI - generated images are for illustrative purposes only and may not represent actual events or entities. Industry and Market Data This presentation contains information obtained from third - party sources, including industry publications, market research, and other publicly available data. While we believe such third - party sources to be reliable as of the date of this presentation, we have not independently verified the accuracy or completeness of any such information . Additionally, information contained in this presentation concerning our industry is also based on management’s good faith estimates, which estimates are derived from management’s knowledge of the industry and publicly available information released by third - party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets . Similarly, we believe our internal research is reliable, however, such research has not been verified by any independent sources . 2 We caution you not to place undue reliance on any forward - looking statements, which speak only as of the date of this presentation. We undertake no obligation to update any forward - looking statements to reflect events or circumstances after the date of this presentation, except as required by law.

 

Executive Summary reAlpha is building a next - generation, vertically integrated real estate technology company that leverages AI to streamline and monetize the full home buying and selling journey 3 Full - Stack Revenue Model By unifying Realty, Mortgage, and Title services into a single platform, reAlpha is able to capture value across the entire home purchase process 1 Efficiency & Value at Every Step Focused on optimizing the entire transaction process, reAlpha aims to deliver superior customer value through automation and integration Consumer Savings Drive Engagement The “commission rebate at closing” model is designed to boost user adoption and cross - service utilization by offering tangible savings to homebuyers 1 As of November 10, 2025, reAlpha is licensed to provide mortgage brokerage services in 31 states. All three services (Realty, Mortgage, and Title) are currently only available in Florida; however, two out of three services are available in Georgia, Tennessee, Texas, and Virginia Purpose - Built, AI - Powered Tech Platform With an underlying tech platform purposefully designed for homebuyers underpinning the product and operations, reAlpha is focused on delivering a fully - integrated, AI - powered customer experience

 

Investment Highlights Massive $3 Trillion+ Market, Purpose - Built for the Modern Homebuyer reAlpha is targeting the multi - trillion - dollar 1 opportunity across real estate, mortgage, and title with a tech - first model designed for scalability, efficiency, and cross - vertical revenue generation 1 Monetization of the Full Transaction Unlike traditional brokerages, reAlpha expects to unlock greater revenue potential from each customer by driving multiple revenue streams across the entire home purchase process, from Realty to Mortgage to Title 2 Scale Through Organic Growth and Strategic Acquisitions Realty and Mortgage licensing expansion, combined with prior targeted, accretive acquisitions, have expanded reAlpha’s capabilities, reach, and revenue, which drove a 326% year - over - year revenue increase in Q3 - 2025 3 Stronger Balance Sheet Provides Foundation for Future Growth The July 2025 repayment of the secured promissory note simplified reAlpha’s capital structure, better positioning reAlpha for continued product development and market expansion 4 4 1 Refers to sum of the U.S. Housing Market, U.S. Mortgage Origination Market, and U.S. Title Insurance Market. U.S. Housing Market data sourced from Redfin and Yahoo Finance [4.1] ; U.S. Mortgage Origination Market sourced from Trading Economics and Investopedia [4.2] and includes refinances; U.S. Title Insurance Market sourced from Ibis World for calendar year 2024 Execution Backed by Experience Leadership team has deep expertise in technology, finance, and real estate, and has a track record of leading complex integrations and building high - performing, customer - focused operations 5

 

$3.2 Trillion U.S. Real Estate Market Represents Significant Opportunity 5 U.S. Housing Market ~$80B Total Commissions Paid (2024) U.S. Housing Market data sourced from Redfin and Yahoo Finance [4.1] $1.5T Total Home Transactions Value ~$18B Total Mortgage Broker Commissions $1.7T Total Value of Mortgages Originated ~$23B Total Title Insurance Revenue U.S. Mortgage Origination Market U.S. Title Insurance Market U.S. Title Insurance Market sourced from Ibis World for calendar year 2024 U.S. Mortgage Origination Market sourced from Trading Economics and Investopedia [4.2] and includes refinances $3.2T is the sum of the Total Home Transactions Value and the Total Value of Mortgage Originated

 

Homebuying Today: Costly, Complex, and Fragmented Many Costs and a Complex Process Numerous Fees are Standard • Consumers aren't financially rewarded when using standalone services in the homebuying process and pay a fee for each service • Buyers often assume commissions are paid by the seller, but in reality, they are usually built into the home price 1 Slow and Complex • We believe the customer experience is inefficient and overcomplicated by a lack of integration that increases time (4 - 8 weeks) 2 for a home loan and effort • The industry suffers from a lack of automation with incumbents slow to adapt and constrained by outdated business models and technology Fragmented Operations • Consumers must coordinate across multiple vendors: real estate, mortgage, title and more Traditional Market Not Up to the Task 6 1 Data sourced from Investopedia $ $ $ $ $ $ $ $ Closing 2 Data sourced from Waterstone Mortgage

 

SECURITIES BROKER Order routing, data subscriptions and bid/ask spreads $118.8B ADVERTISING Algorithm - driven personalized advertising $3.5T TRAVEL Merchant model, bundling trips and trip insurance $32.9B Analogous Industries Disrupted by Tech - Driven Innovations Industry Company New Revenue Model Market Capitalization 7 ...why not real estate? Market capitalizations are in USD and reflect values as of November 11, 2025, on Yahoo Finance. All product names, logos and brands are property of their respective owners.

 

reAlpha: Reimagining the Path to Homeownership A Unified Platform Powered by AI and backed by Human Expertise 8 AI Automation Data Science + Human Expertise Consumer - Aligned Pricing Model “Commission rebate at closing” approach rewards homebuyers who use multiple services on the reAlpha platform . It aims to maximize consumer value while aligning incentives and increasing monetization opportunities 1 AI - Driven Customer Experience Claire , reAlpha’s proprietary AI assistant, delivers always - on guidance, handling search, education, and transaction support in real time. This is expected to improve efficiency, reduce friction, and scale far beyond what traditional agents can provide 2 More Seamless Vertically Integrated Platform reAlpha owns and operates across real estate, mortgage and title, unlocking the full - stack revenue, streamlining the customer experience, and reducing handoffs through automation and optimized operations 3 Scalable, Tech - Enabled Operations A blend of proprietary AI systems and distributed service teams enables reAlpha to support growth efficiently and maintain high service standards, with the goal of increasing profit margins as volume scales 4 Closing

 

End - to - End Homebuying Platform Unifies Key Services 9 Mortgage Realty Title & Closing As of November 10, 2025, reAlpha is licensed to provide mortgage brokerage services in 31 states. All three services (Realty, Mortgage, and Title) are currently only available in Florida; however, two out of three services are available in Georgia, Tennessee, Texas , and Virginia

 

The End - to - End Real Estate Super App 10 transactions AI agent on standby 24/7 to answer questions, educate home buyers, and ensure smooth Mortgage built - in so home buyers can move from offer to closing seamlessly BL Licensed agents provide expert support on a no - obligation basis Rebate at closing is designed to incentivize consumer adoption of reAlpha services

 

Commission Rebate Program Makes Homebuying More Affordable and Accessible 11 75% of Buyer’s Agent Commission Realty + Mortgage + Title 50% of Buyer’s Agent Commission 25% of Buyer’s Agent Commission Commission Rebate at Closing Not using reAlpha Realty only Realty + Mortgage No Commission Rebate to Homebuyer reAlpha increases homebuyers' purchasing power: ▪ Bundle and save approach is intended to generate homebuyer savings and increase the incentive to use multiple reAlpha products ▪ Commission rebate of up to 75% of buyer agent's commission aims to boost purchasing power by increasing down payment, covering closing costs, and/or lowering interest rate ▪ Integration with mortgage broker gives access to 100+ lenders 1 for lower costs, a more customized mortgage, and quicker closings ▪ Integration with title company for ease and time savings 1 Refers to service offering in 31 states at the reAlpha and subsidiary level 2 The estimated amount a customer can get back at closing is based on the following assumptions: $446,000 median house price (as of June 2025; Redfin ) and 2.4% buyer’s agent commission (as of Q2 - 2025; Redfin ); assumes customer uses all three reAlpha services and qualifies for a 75% commission rebate of $8,028. Estimated savings are illustrative and may not be representative of actual customer savings. Actual savings will vary by customer and are not guaranteed. Estimated Customer Rebate: ~$8,000 2

 

12 A Homeownership Success Story Utilizing reAlpha’s Full Service Platform Verified Customer $860K Quadplex in Melbourne, FL <$11K cash - to - close 40 - day close | VA Loan • Leveraged reAlpha’s commission rebate and VA benefits to reduce upfront costs • Managed transaction through reAlpha’s platform across Realty, Mortgage, and Title services • Efficient transaction timeline enabled by coordination and automation across the reAlpha platform • A low down payment VA loan, coupled with reAlpha’s commission rebate, allowed the customer to purchase a cash - flow generating multifamily asset with appreciation potential “[The] best way to buy your first/next single or multi - unit properties is by using reAlpha Realty, LLC… [My agent] made sure I had all the help and assistance I needed from beginning to the end of the buying process”

 

Mortgage Division Delivering Strong Growth and High Customer Satisfaction 13 23% 8% 11% 58% Conventional VA FHA Other $623MM Total Loan Volume 1,888 Total Loans Closed $330K Avg Loan Amount 4.9/5 Google Reviews Loan Types Formerly Be My Neighbor Mortgage. Data reflects activity from 2022 to September 2025, sourced internally from operational records. reAlpha completed the acquisition of reAlpha Mortgage in September 2024. All financial data from 2022 through September 30, 2025; total Google reviews received for reAlpha Mortgage as of November 10, 2025. Results to - date may not be indicative of future results.

 

Delivering Comprehensive Title Services Client - Focused and Technology - Driven Delivers comprehensive, digital title services to meet the dynamic needs of reAlpha homebuyers Reliable and Secure By collaborating with underwriters, reAlpha offers customers protection against title defects . Security systems are regularly updated and certified by independent security experts Best Practices Compliance Committed to ongoing compliance with industry best practices, maintaining the highest standards in all our operations 14 Comprehensive Title Services Title Insurance Residential Closing Services Escrow Services reAlpha is pursuing partnerships to expand title offering into new geographic markets, with the aim of offering title services nationwide

 

Innovative Revenue Model Unlocks Value Across the Homebuying Journey reAlpha generates revenue from closing costs and services beyond the home purchase [15.1] 15 1 Estimated customer revenue for realty services is based on the following assumptions: $446,000 median house price (as of June 2025; Redfin ), a 2.4% buyer’s agent commission (as of Q2 - 2025; Redfin ); and revenue net of commission rebate at closing (assuming customer uses all three reAlpha services and qualifies for a 75% rebate). 2 Estimated customer revenue for mortgage services is based on the following assumptions: a median sale price of $446,000 (as of June 2025; Redfin ) with an 18% down payment (2024 median; NerdWallet ) payment and a loan amount of $365,720. Revenue is based on an average commission of 2.12% of the loan amount, which represents the average commission charged on the loan amount received by reAlpha 3 Estimated customer revenue for title services is based on the following assumptions: a 0.5% of home purchase price as title fees ( Anytime Estimate ), 0.5% of the home purchase price as title insurance premium ( Anytime Estimate ) and a 70% retention rate ( Federal Title & Escrow Company ). 4 Current offering in Florida, Georgia, and Texas; 5 Current offering in 31 states ( Detailed availability ) 6 Current offering in Florida, Tennessee, and Virginia Title Services Verifying title/ownership history and insurance to cover future claims or liens Current Offering 6 Est Revenue per Customer: 3 $4,300 Realty Services Providing 24/7 AI - assisted real estate support and expert backup, from search, to showing, to offer and close Current Offering 4 Est Revenue per Customer: 1 $2,700 Mortgage Brokering Helping homebuyers find a mortgage that fits their unique situation Current Offering 5 Est Revenue per Customer: 2 $7,750 Post - Closing Services Managing the moving process, utility setup and monitoring of neighborhood values and taxes [15.2] Future Offering Estimated Revenue Potential per Customer: $14,750

 

16 Geographic Footprint Expansion • reAlpha’s goal is to continue expanding to additional states and add Realty and Mortgage licenses to the portfolio Service Expansion • Increase services where reAlpha does not have a full suite of homebuying services in place • Attract service partners to reAlpha’s vertically - integrated ecosystem Market Share Penetration • Build a larger network of service personnel through agent recruitment strategies and acquisitions • Offer a more affordable, streamlined experience that generates organic customer interest • Implement AI - driven tech - enabled processes that increase transaction capacity for service personnel Present in 31 markets as of November 10, 2025 Strategic License Expansion will Open New Markets and Drive Scale

 

17 Multi - Channel Go - to - Market Strategy Fuels Lead Acquisition through Realty and Mortgage 1 Brand investment enabled through Mecurius Media Capital LP media - for - equity investment 2 In states where multiple services are available, such as Florida, Georgia, and Texas Newly redesigned, integrated digital experience across Realty and Mortgage, driving improved conversion Brand 1 Paid Social Paid Search Organic Search Self - Generated Blog content optimized for SEO & AI SEO Loan Officers generate referral business FL Agents drive direct leads Lead exchange between Realty & Mortgage 2 Mortgage Realty

 

Momentum Accelerating Across the Business 18 Launched internal AI Loan Officer Assistant Phase 2 Upgraded assistant to now include automated document classification and validation Improved Balance Sheet & Nasdaq Compliance Raised $7.5M in equity offerings; repaid secured debt in full; regained compliance with Nasdaq minimum market value of listed securities requirement One reAlpha: Naamche Integration Unified product and technology organization to help scale end - to - end homebuying experience Expanded Service Availability Expanded Realty services to Georgia, and Mortgage services to Utah and Nevada Unified Brand Look & Feel + Messaging Modern brand experience rolled out across Realty and Mortgage providing a consistent customer experience at every point Claire as Homebuying Concierge Connected platform now provides personalized AI guidance from search to tours and starting the mortgage pre - approval process Strategic Progress Since Last Quarter

 

Financial Highlights 19 Q3 2025 RESULTS 1 YoY represents a comparison against the same period in the prior year (Q3 ‘24 vs Q3 ‘25) REVENUE $1,445K 326% YoY GROSS PROFIT $750K 229% YoY ADJUSTED EBITDA ($2,208K) (76%) YoY GROSS PROFIT MARGIN 52% (15ppt) YoY 1 Results for the periods presented include the operations of GTG Financial, which acquisition was completed on February 20, 2025 and subsequently rescinded on August 21, 2025. Following August 21, 2025, GTG Financial was no longer a subsidiary of reAlpha and its results of operations are only included through August 21, 2025.

 

Expand Service Offerings • Accelerate state licensing expansion across Realty, Mortgage, and Title • Build out correspondent lending to improve mortgage funding options • Continue strategic acquisitions of service companies Strategic Roadmap to Drive Growth and Operational Excellence 20 Increase Funnel Conversion • Enhance product and service features to increase pull - through from web traffic • Increase service upsell rate by leveraging tiered commission rebates • Continue to onboard experienced, top performing loan officers Continue Investment in AI & Automation • Continue to expand AI Loan Officer Assistant to further speed processing • Launch new proprietary AI features to streamline homebuyer experience • Automate routine operational workflows Maintain Focus on Operational Efficiency • Maintain active management of vendor costs and overhead • Plan and execute strategic capital raises for growth investment • Deepen integration across Realty, Mortgage, and Title to accelerate closings and increase cost savings Diversify Customer Acquisition Channels • Increase spending in proven lead generation channels • Pilot new channels to broaden reach • Maximize remaining Mercurius brand marketing investment

 

NASDAQ: AIRE Phone +1 707 - 732 - 5742 ext 2 Email [email protected] Locations Corporate: Mortgage: Realty: 6515 Longshore Loop, Suite 100, Dublin, OH 43017 525 Washington Blvd, Suite 300, Jersey City, NJ 07310 305 W Woodard St, Suite 220, Denison, TX 75020 1560 Sawgrass Corporate Parkway, Suite 455, Sunrise, FL, 33323

 

Endnotes 22 Notes to Page 4 – Investment Highlights and Page 5 – $3.2 Trillion U.S. Real Estate Market Represents Significant Opportunity [4.1] Redfin Data Center. "Monthly Housing Market Data from January 2024 - December 2024." Redfin, [URL: https://www.redfin.com/news/data - center/ ]. Based on the total 2024 U.S. Housing Market value of approximately $1.49 trillion (sum of total value of homes sold in all 50 states), and an average combined buyer and seller agent commission rate of 5.32% in September 2024 from Yahoo Finance. "Real estate agent fees: What percentage do Realtors get?" Yahoo Finance, [URL: https://finance.yahoo.com/personal - finance/mortgages/article/real - estate - agent - fees - 224457001.htm l ] [4.2] Total Value of Mortgages Originated from Trading Economics. “United State Mortgage Originations” (URL: https://tradingeconomics.com/united - states/mortgage - originations ). Sum of all 2024 quarters to represent calendar year 2024. Total Value of Mortgage Originated includes refinances. Average of 1 - 2% commission rate sourced from Investopedia. “How Much Do Mortgage Brokers Make?” (URL: https://www.investopedia.com/how - much - do - mortgage - brokers - make - 5213979 ). We have assumed a 1.1% average commission rate on the total value of mortgages originated to derive the total mortgage broker commissions presented in the graphic. Notes to Page 15 – Innovative Revenue Model Unlocks Value Across the Homebuying Journey [15.1] Revenue will vary per transaction based on various factors such as, but not limited to: home price, transaction term, down payment percentage, mortgage usage and market conditions. [15.2] While we have acquired title service and mortgage brokerage companies, we anticipate that we will be able to capture additional revenue if we expand our offerings with additional services. However, there is no guarantee that we will proceed with further acquisitions or provide additional services.

 

Non - U.S. GAAP Reconciliation The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented in this presentation: 23 (1) Represents amortization of all debt issuance costs and original issue discount due to the repayment of the secured promissory note issued to Streeterville Capital, LLC (the “Note”), including the prepayment penalty. (2) Represents the non - cash marketing expenses such as the utilization of credits from Mercurius Media Capital LP (“MMC”). (3) Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage. (4) Represents non - cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued in the MMC transaction. (5) Represents a loss recognized upon the rescission of the GTG Financial acquisition. (6) Represents the commitment fee of $1,000,000 incurred in connection with the equity facility from GEM Yield Bahamas Limited and GEM Global Yield LLC SCS, which has been amortized over a period of 24 months, beginning on October 23, 2023. (7) Represents non - cash expenses related to shares of common stock issued to certain employees and RSUs granted to our executive officers and certain employees. (8) Represents legal and professional fees incurred in connection with the issuance of shares of common stock and warrants through the best efforts public offering completed on July 18, 2025, the registered direct offering and concurrent private placement completed on July 22, 2025, and the at - the - market program with H. C. Wainwright & Co. LLC. For the Three Months Ended September 30 1 2024 2025 $(2,098,574) $(5,781,324) Net loss Adjusted to exclude the following: 163,439 132,001 Depreciation and amortization 36,250 303,122 Amortization of loan discounts and origination fee (1) - 2,079,874 Non - cash marketing expenses (2) - - Impairment of intangible assets - (67,000) Changes in fair value of contingent consideration (3) - 95,495 Change in fair value of preferred stock (4) - 368,769 Loss on extinguishment of debt - (94,071) GTG deconsolidation gain (5) 108,382 - Gain on previously held equity 119,881 85,242 Interest expense 125,000 125,000 GEM commitment fee (6) 113,037 286,656 Share based compensation (7) - 250,000 Equity offering costs (8) 178,678 - Acquisition - related expenses (1,253,907) (2,216,236) Adjusted EBITDA 1 Results for the periods presented include the operations of GTG Financial, which acquisition was completed on February 20, 2025 and subsequently rescinded on August 21, 2025. Following August 21, 2025, GTG Financial was no longer a subsidiary of reAlpha and its results of operations are only included through August 21, 2025.

 

Completed Acquisitions Planned Acquisitions Mortgage brokerage services in 31 states; formerly known as Be My Neighbor AI - powered chatbot in 270+ languages Title insurance and settlement services in 3 states (controlling interest) In - house AI development studio Showings Mortgage Post - closing Services 24

 

Jamie Cavanaugh CEO, reAlpha Mortgage Jamie is a seasoned mortgage executive with expertise leading strategy, growth, and operations. She has held senior roles at Amerifund Home Loans, Prospect Mortgage, and Bank of America. She is a licensed California Real Estate Broker and has been a Mortgage Loan Originator since 2001. Cristol Rippe CMO, reAlpha Tech Corp. Cristol is a proven marketing executive with a track record of building high - velocity brands in fintech and proptech. She led marketing through Root Insurance’s IPO, and held senior marketing roles at Landed, 2Checkout, and Abbott Nutrition. Leadership Team Mike Logozzo CEO, reAlpha Tech Corp. Mike is an experienced leader with a strong background in financial services, innovation, and operations. Previously, he held senior roles at BMW Financial Services managing a large portfolio and at L Marks, driving innovation for global enterprises. Piyush Phadke CFO, reAlpha Tech Corp. Piyush is a seasoned financial executive with over 20 years of experience in investment banking and capital markets. He previously held senior roles at BTIG, Jefferies, and Bank of America, specializing in financial strategy, capital structuring, and leading companies through high growth. Vijay Rathna CTO, reAlpha Tech Corp. Vijay is an experienced technology leader with over 20 years in software engineering, AI, and enterprise innovation. He previously served as SVP of Innovation and Development at Coretelligent, where he led advanced AI initiatives and enterprise platform development. 25

 

Monaz Karkaria Director • Seasoned real estate executive • Real Estate Coach & Mentor • Buy Rehab Rent Refinance (BRRRR) strategist Balaji Swaminathan Audit Committee Chairman • Founder and CEO of SAIML Private Ltd • Former President of Westpac Banking Corp. • Former Vice Chairman and MD, Global Corporate and Investment Banking, for Bank of America Merrill Lynch Board of Directors Giri Devanur Executive Chairman • Entrepreneur with Nasdaq IPO experience • EY Entrepreneur of the Year (2017) Brian Cole Compensation Committee Chairman • Managing Director, Baird Investment Bank • Former Manager, PWC Dimitrios Angelis Corporate Governance Committee Chairman • Board Director of a publicly listed company • Co - founder of several startups, including Sparta Biomedical • Managing Partner at Pharma Tech LLC 26