reAlpha Tech Corp.
For the period ended Mar 31, 2026. Filed Apr 28, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 28, 2026
AIRE$0.39+2.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001213900-25-108695
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001213900-26-048242
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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20 unchanged; 13 reworded; 58 added; 49 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 13 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (58)
Current report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report
Overview
Current report
Homebuying Services
Current report
Our homebuying services segment consists of our (i) realty services offered by Prevu and our reAlpha Realty, LLC entities (collectively, “reAlpha Realty”); (ii) mortgage brokering services offered by reAlpha Mortgage and (iii) digital title and escrow services offered by Hyperfast. These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking property tours, submitting offer letters, mortgage pre-approval and closing transactions. It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest.
Current report
We seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage, mortgage brokering, title and escrow services) within a single platform; the integration of AI into our homebuying services offerings and our rebate, which is further described below. We have integrated AI into our homebuying services offerings through our development of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered tools for our loan officers. “Claire” is powered by large language models and provides real-time customer support by answering questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface. “Claire” is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.
Current report
In addition to “Claire,” we use AI-powered internal tools, such as our proprietary AI-powered “Loan Officer Assistant,” which is intended to reduce manual review time for our loan officers, and the AI-powered “Engagement Agent,” which integrates with our customer relationship management system to automate certain intake and scheduling and other pre-application workflows for our loan officers. The “Loan Officer Assistant” automates key loan origination tasks, such as document collection and borrower communication and is designed to help loan officers manage higher volumes with greater efficiency while the “Engagement Agent” is designed to accelerate prospective borrower’s connection to loan officers for personalized support, improve prospective borrower engagement and reduce repetitive administrative work related to the intake, follow-up and scheduling processes.
Current report
As part of our strategy to differentiate ourselves from competitors and provide a customer-centric homebuying experience, we offer a rebate to homebuyers using the reAlpha platform.
Current report
Under our current rebate structure, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our realty services and an additional rebate of up to 0.5% of the home purchase price when bundling the mortgage brokering services with our realty services, in each case subject to the limitations, terms and conditions described in the buyer agreement (the “current commission rebate”). The current commission rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement at closing.
Current report
Currently, all three services (realty, mortgage brokering, and title services) are only available on the reAlpha platform for homebuyers in Florida and Virginia. However, two of the three services are offered to homebuyers in eight additional U.S. states, and at least one service is available in an additional 25 U.S. states and the District of Columbia. While our homebuying services are currently offered in 35 U.S. states and the District of Columbia, we plan to offer our homebuying services (and expand the capabilities of the reAlpha platform) nationwide, subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in each U.S. state and the District of Columbia, securing additional multiple listing service data, executing effective national marketing campaigns and building scalable technology infrastructure.
Current report
reAlpha Nepal’s Software Development Services
Current report
reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties. For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing “Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.” reAlpha Nepal also provides monthly technology support services to third parties.
Current report
AiChat’s Conversational Platform
Current report
AiChat provides AI-powered conversational customer experience platforms in the Asia-Pacific (“APAC”) region. AiChat’s conversational platform enables businesses to automate and optimize customer service, marketing, and e-commerce processes through the integration of major messaging channels in the APAC region, including Facebook Messenger, WhatsApp, Instagram, LINE, and KakaoTalk. AiChat also offers customers the ability to integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them to sell products via messaging channels such as WhatsApp Pay directly to their customers. Through these capabilities, AiChat is able to offer customers a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its AI agents and chatbot capabilities, to completing the purchase through WhatsApp.
Current report
AiChat’s technology is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa. The conversational platform incorporates features such as contextual memory, real-time analytics, and personalized messaging to facilitate customer interactions. Key functionalities of the platform include automated responses, lead qualification, and customer engagement automation. Further, its recently released next-generation AI agents, which include Voice AI and Agentic AI, can provide human-like interactions and personalize responses based on the context of previous conversations, remembering customer preferences and past interactions to deliver more relevant recommendations. With self-learning and multi-turn contextual awareness, AiChat’s next-generation AI agents can scale human-like interactions while maintaining brand consistency, which we believe can improve customer loyalty and overall customer service satisfaction.
Current report
AiChat generates revenue through subscription packages of its conversational platforms and next-generation AI agents. These packages are tailored to businesses based on their size, needs and the volume of customer interactions. AiChat offers flexible pricing models, including monthly and annual subscriptions, as well as performance-based pricing for specific integrations and services, such as automated marketing campaigns and e-commerce automation.
Current report
Proposed Merger with InstaMortgage Inc.
Current report
On December 19, 2025, we entered into the Merger Agreement (the “Merger Agreement”) with InstaMortgage, reAlpha Merger Sub I, Inc. (“Merger Sub”), a newly formed wholly-owned subsidiary of the Company, and the stockholders of InstaMortgage (the “Stockholders”). The Merger Agreement provides that, among other things and on the terms and subject to the satisfaction or waiver of the closing conditions and other conditions set forth therein, Merger Sub will merge with and into InstaMortgage at the effective time (the “Effective Time”) of the proposed merger (the “Proposed Merger”), with InstaMortgage surviving the Proposed Merger as a wholly-owned subsidiary of the Company.
Current report
Pursuant to the terms and conditions of the Merger Agreement, we agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments, consisting of: (i) $500,000 in cash to be paid on the closing date of the Proposed Merger, less any applicable withholding tax payable by the Stockholders in accordance with the terms of the Merger Agreement; (ii) $1,500,000 in shares of our common stock to be issued on the closing date of the Proposed Merger and valued based on the volume-weighted average price (“VWAP”) of our common stock as reported on Nasdaq for the ten (10) consecutive trading day period ending on and including the trading day that is one (1) trading day prior to the date of the Merger Agreement; and (iii) $6,500,000 payable in bi-annual payments over three (3) years following the closing date of the Proposed Merger, either in cash or shares of common stock (the “Additional Payment Purchaser Stock”), at our sole discretion, with such Additional Payment Purchaser Stock, if any, valued based on the VWAP of our common stock as reported on Nasdaq or such other trading market, as applicable, for the ten (10) consecutive trading days ending on the date immediately prior to the date on which such issuance is to be made.
Current report
Under the terms of the Merger Agreement, the completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of the Regulatory Approvals (as defined in the Merger Agreement), in each case subject to certain limitations further described in the Merger Agreement.
Current report
Key Business Metrics
Current report
Total transaction volume
Current report
Total transaction volume is a key measure of the scale of our homebuying services offerings. We define total transaction volume as the aggregate dollar volume of transactions generated across our real estate brokerage, mortgage, and title services during the applicable trailing twelve-month period. This includes (i) the closing sale prices of residential properties transacted through our realty services, (ii) the principal loan amounts closed through our mortgage brokerage operations, and (iii) the underlying property transaction value associated with title services provided during the period.
Current report
Due to the fact that customers may utilize more than one of our services in connection with a single underlying property transaction, the same property transaction value may be included in more than one component of total transaction volume. As a result, total transaction volume may exceed the dollar value of unique underlying residential property transactions completed during the period.
Current report
For realty transactions, we include the full closing sale price for each transaction, regardless of whether our brokerage represented the buyer, the seller, or both sides of the transaction, in accordance with applicable laws and disclosure requirements. This metric excludes rental transactions that may be offered by Prevu to customers from time to time, which are not material to our operations.
Current report
We present total transaction volume on a trailing twelve-month basis to provide a view of transaction activity that smooths seasonal fluctuations and reflects the overall economic throughput of our platform. Total transaction volume is influenced by transaction activity across our business, home prices in the markets we serve, mortgage origination activity, service adoption rates, seasonality, and macroeconomic conditions, including interest rate levels and housing affordability.
Current report
As of March 31, 2026, our total transaction volume, measured on a trailing twelve-month basis, increased to approximately $131.4 million, or approximately a 119% increase, compared to March 31, 2025, which increase was primarily driven by the expansion, scaling and full integration of reAlpha Mortgage’s mortgage brokerage operations into our business, as well as the expansion of our real estate brokerage footprint and integrated realty-and-mortgage service coverage following the acquisition of Prevu.
Current report
Because our revenue is primarily generated as a percentage of transaction value, total transaction volume provides insight into the volume of business flowing through the reAlpha platform and serves as an indicator of the potential revenue-generating capacity of our operations. Further, this metric reflects sustained transaction activity over the trailing twelve-month period and, as such, it may not directly correspond to revenue recognized in the current quarter. Management believes total transaction value is useful in understanding period-over-period changes in transaction activity, evaluating the effectiveness of our agent network and marketing initiatives, and assessing the overall health and growth trajectory of our business.
Current report
Revenue
Current report
Revenue represents income earned from services provided across our homebuying services and technology services segments. We generate revenue primarily from real estate brokerage commissions, mortgage brokerage fees, and other service-related revenues, which are recognized in accordance with U.S. GAAP. For more information regarding our discussion of revenue, see “Results of Operations” below.
Current report
Management evaluates revenue growth as an indicator of transaction activity across our platform and the effectiveness of our integrated service offerings. Revenue is influenced by transaction volume, customer adoption of multiple services, home prices in the markets we serve, mortgage origination activity, and prevailing market conditions, including interest rate levels and housing affordability.
Current report
Cash and cash equivalents
Current report
Cash and cash equivalents represent our primary source of liquidity and include unrestricted cash and highly liquid investments available to fund our operations and support strategic initiatives. Management monitors cash and cash equivalents to assess our liquidity position, working capital needs, and ability to support ongoing operations, platform development, and market expansion activities.
Current report
Cash and cash equivalents are influenced by operating performance, timing of transaction activity, capital raising activities, debt service requirements, and investments in technology, research and development, and acquisitions. In the three months ended March 31, 2026, our cash and cash equivalents decreased to approximately $4.7 million , or approximately a 40% decrease compared to the three months ended March 31, 2025, which was primarily driven by increased operating expenses and costs associated with the acquisition and integration of Prevu. See “Liquidity and Capital Resources” for more information.
Current report
Gross profit margin
Current report
Gross profit margin represents gross profit as a percentage of revenue and reflects the efficiency of our operations after direct costs associated with delivering our homebuying services and technology services.
Current report
Management evaluates gross profit margin as an indicator of operating efficiency and unit economics across our services. Gross profit margin is influenced by service mix, transaction volume, pricing dynamics, compensation and commission structures, and costs associated with operating and supporting our platform, including technology and service delivery expenses.
Current report
In the three months ended March 31, 2026, our gross profit margin increased to approximately 66%, or an increase of approximately 10%, compared to the three months ended March 31, 2025. This increase in gross profit margin was mainly a result of lower cost of revenues, which was primarily due to the rescission of the GTG Financial and the absence of the cost of operations from GTG Financial, which had historically incurred higher cost of revenues than our other operating subsidiaries, and the increase in subscription-related revenue from AiChat’s platform, which also carries higher gross profit margins than our real estate and mortgage operations, resulting in an overall higher profit gross margin for the current period.
Current report
Adjusted EBITDA
Current report
In the three months ended March 31, 2026, our Adjusted EBITDA was $(3,795,500) compared to $(1,960,997), or a decrease of approximately 94%, which change was primarily driven by, among others, an increase in our net loss due to higher stock-based compensation expenses and higher marketing expenses. For more information about how we use this non-GAAP financial measure in our business, the limitations of this measure, and reconciliation of this measure to the most directly comparable GAAP financial measure, see the section titled “Non-U.S. GAAP Financial Measures” below.
Current report
Revenue. Revenue was $841,062 for the three months ended March 31, 2026, compared to $925,635 for the three months ended March 31, 2025, a decrease of approximately 9%. Revenue for the three months ended March 31, 2026, consisted of $577,473 from our homebuying services segment and $263,589 from our technology services segment, compared to $752,070 from our homebuying services segment and $173,565 from our technology services segment for the three months ended March 31, 2025. The decrease in homebuying services segment was primarily due to the absence of the revenue previously generated by GTG Financial that was not present during the three months ended March 31, 2026, which was partially offset by the addition of revenue generated from real estate brokerage transactions by Prevu’s operations of $173,692 compared to the three months ended March 31, 2025. While we recently changed our commission rebate structure, we have not experienced a material change in the revenue generated in our homebuying services segment under this new commission rebate structure, but we are continuing to evaluate the impact of this change on revenue, total transaction volume and customer adoption. Further, the increase in our technology services segment positively contributed to our revenue during the three months ended March 31, 2026, which increase was primarily driven by an increase in number of subscriptions of AiChat’s platform, that generated $218,589 in revenue compared to $109,552 in the three months ended March 31, 2025.
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Previous report
Business Overview
Previous report
We operate an integrated homebuying technology platform designed to simplify and streamline the home purchase process. The reAlpha platform supports buyers with key tasks such as mortgage pre-approval, booking property tours, submitting offer letters, and closing transactions. It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest. Central to the reAlpha platform is “Claire,” a proprietary AI agent acting as a digital homebuying concierge. Claire is powered by large language models and is trained to educate users on the homebuying process, answer questions, and guide users through each step via a user-friendly, 24/7 web and iOS interface. The technology is complemented by licensed professionals, namely real estate agents operating through reAlpha Realty, LLC, the Company’s in-house brokerage, on a no obligation basis, and licensed loan officers operating through reAlpha Mortgage. Homebuyers using our realty services can receive a commission rebate at closing, up to 75% of any buy-side brokerage commissions paid, when they utilize all three services (realty services, mortgage brokering services, and digital title and escrow services). Currently, the full reAlpha platform is only available for homebuyers in Florida. However, two of the three services are offered to homebuyers in 4 U.S. states, and mortgage brokering services are available to homebuyers in 31 U.S. states, including our recent expansion into Utah and Nevada. We plan to expand our capabilities nationwide by the end of 2026, subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in all 50 U.S. states and D.C., securing additional multiple listing service data, executing effective national marketing campaigns, and building scalable technology infrastructure.
Previous report
Our acquisitions have added revenue, additional potential sources of revenue, technology services under our umbrella of product offerings, and, as further described below, additional operational and service-related capabilities to the reAlpha platform. For instance, as a result of the acquisition of reAlpha Mortgage, our in-house mortgage brokerage that operates through the reAlpha platform, we are now licensed to offer mortgage brokerage services in 31 U.S. states. Additionally, because of our acquisition of Hyperfast, we now can offer title, closing and settlement services in 3 U.S. states. As a result of these acquisitions, consumers using the reAlpha platform have access to these services directly in the platform, both through the web platform and iOS application. We expect to continue seeking additional strategic acquisitions that we believe will add additional sources of potential revenue and services to homebuyers using the reAlpha platform, including, but not limited to, home-showing companies, wholesale mortgage lenders, companies providing services for post-closing services (such as utility hookups, among others) and real estate brokerages. Additionally, although we have already acquired a mortgage brokerage firm and a title company, we may consider further acquisitions of companies providing such services to increase the number of U.S. states we are licensed to operate in and the potential revenue opportunities associated with expanding our geographical markets and reach of the reAlpha platform.
Previous report
The technology services segment is currently our only reportable segment following the approval by our Board to discontinue our rental business segment operations. Our technology services segment offers and develops AI-based products and services to customers in various industries, including, but not limited to, real estate, retail, hospitality and education industries. Our technology development efforts are currently focused on the development and enhancement of the reAlpha platform.
Previous report
Although the full reAlpha platform is currently only available for homebuyers in Florida, two of the three services are offered in 4 U.S. states, and mortgage brokering services are available in 31 U.S. states, including our recent expansion into Utah and Nevada. We intend to expand the capabilities of the reAlpha platform nationwide by the end of 2026. In order to expand the availability of the reAlpha platform, and services provided thereunder, nationwide, we will need to obtain the relevant real estate and mortgage licenses in the U.S. states we are not yet licensed in, and, until we obtain such licenses, the full reAlpha platform will remain under limited availability for homebuyers statewide in Florida. While the reAlpha platform is under limited availability, we will continue offering standalone mortgage brokerage services through our subsidiary, reAlpha Mortgage, in 31 U.S. states and digital title and escrow services through our subsidiary, Hyperfast, in 3 U.S. states. We also plan to continue acquiring companies in the real estate market that provide services relating to the homebuying process, including, but not limited to, mortgage brokerage firms, title and escrow service providers, home insurance providers and others that are complementary to our business, which we expect to generate revenues by offering such services through the reAlpha platform, or as standalone offerings to customers. We expect that the reAlpha platform will drive additional customers to these acquired companies through users interacting and buying homes on the reAlpha platform, which will expand their overall potential customer base.
Previous report
Compliance with Nasdaq Continued Listing Requirements
Previous report
On May 20, 2025, we received a letter from Nasdaq’s Listing Qualifications Staff (the “Staff”) indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days ending on May 19, 2025, we no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until November 17, 2025, in which to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period (subject to the Staff’s discretion to extend this ten consecutive business day period).
Previous report
On July 1, 2025, we received a letter from the Staff notifying us that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of our common stock was not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities of at least $35 million (the “MVLS Requirement”).
Previous report
On September 22, 2025, three months in advance of the December 29, 2025 deadline, we received a letter from the Staff notifying us that, based on our market value of listed securities for the previous 10 consecutive business days, from September 8, 2025 through September 19, 2025, we had regained compliance with the MVLS Requirement.
Previous report
Though we have regained compliance with the MVLS Requirement, we have not yet regained compliance with the Minimum Bid Price Requirement. The letter regarding the Minimum Bid Price Requirement has no immediate effect on the listing of our common stock on the Nasdaq Capital Market. In the event that we do not regain compliance with the Minimum Bid Price Requirement prior to the expiration of the 180-day compliance period, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Price Requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary. In the event that we are not eligible for the additional compliance period, or if it appears to the Staff that we will not be able to cure the deficiency during such compliance period, the Staff will provide written notice to us that our common stock will be subject to delisting. At that time, we may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel.
Previous report
At our annual meeting of stockholders held on October 8, 2025, our stockholders approved the proposal to amend our certificate of incorporation, as amended and restated from time to time, to effect a reverse stock split at a ratio between 1-for-7 and 1-for-25, which ratio will be determined at the discretion of the Board, subject to the Board’s discretion to abandon such amendment if we are otherwise able to regain compliance with the Minimum Bid Price Requirement during any applicable compliance period. As of the date of this report, we have not adopted such an amendment to effectuate a reverse stock split.
Previous report
At-The-Market (ATM) Program
Previous report
On April 2, 2025, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with Wainwright under which we may offer and sell from time to time through Wainwright, acting as exclusive sales agent, shares of our common stock having an aggregate offering price of up to $7,650,000. The Sales Agreement provides that Wainwright is entitled to a cash commission equal to 3.0% of the aggregate gross proceeds from the sale of any shares of common stock pursuant to the Sales Agreement in addition to the reimbursement of certain expenses. The ATM program with Wainwright was suspended on July 16, 2025, in connection with the 2025 Public Offering (see “Recent Developments - Consummation of July 2025 Public Offering” below for more information) and we have not yet recommenced the ATM program. As of the date of this report, we have sold an aggregate of 2,792,104 shares of our common stock pursuant to the Sales Agreement for aggregate net proceeds of approximately $944,759.
Previous report
Change in Ownership of AiChat
Previous report
On June 30, 2025, we increased our ownership interest in AiChat from 85% of its outstanding ordinary shares to 100% of its outstanding ordinary shares in accordance with the terms of the Business Acquisition and Financing Agreement, dated as of July 12, 2024, among the Company, AiChat, AiChat10X Pte. Ltd. (“AiChat10X”), and Kester Poh Kah Yong (the “AiChat Acquisition Agreement”). Pursuant to the terms of the AiChat Acquisition Agreement, $240,000 in shares of our common stock were issued to AiChat10X on September 15, 2025 at a 5% discount to the ten (10) day volume weighted average price of our common stock as reported on Nasdaq on the date of issuance in exchange for the remaining 15% of the outstanding ordinary shares of AiChat.
Previous report
Consummation of July 2025 Public Offering
Previous report
On July 16, 2025, we commenced the 2025 Public Offering. Each of the July 2025 Shares sold in such offering 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 the Stockholder Approval Date. The Series A-1 Warrants will expire on October 8, 2030, which is the date that is five years from the Stockholder Approval Date and the Series A-2 Warrants will expire on October 8, 2027, the date that is twenty-four months from the Stockholder Approval Date.
Previous report
In connection with the 2025 Public Offering, we also issued the Placement Agent Warrants to purchase up to 666,667 shares of common stock, which became exercisable as of the Stockholder Approval Date at an exercise price of $0.1875 per share. The Placement Agent Warrants will expire five years after the commencement of sales in the 2025 Public Offering.
Previous report
The closing of the 2025 Public Offering occurred on July 18, 2025, and resulted in net proceeds to us of approximately $1.56 million, after deducting offering-related fees and expenses payable by us and excluding the net proceeds, if any, from the exercise of the July 2025 Warrants and the Placement Agent Warrants.
Previous report
Consummation ofRegistered Offering and Concurrent Private Placement******
Previous report
On July 21, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors pursuant to which we agreed to issue and sell the RDO Shares in the Registered Offering and the Private Placement Warrants in the concurrent Private Placement. The RDO Shares were offered and sold pursuant to our Form S-3, which was declared effective by the SEC on November 26, 2024, and the base prospectus included therein and the prospectus supplement filed with the SEC on July 22, 2025. The Private Placement Warrants have an exercise price of $0.35 per share, subject to adjustments set forth therein, are currently exercisable and expire on September 12, 2030, which is five years from the effective date of the registration statement on Form S-1 (File No. 333-289704) covering the sales of the shares of common stock issuable upon exercise of the Private Placement Warrants. In connection with the Registered Offering and concurrent Private Placement, we also issued RDO Placement Agent Warrants to purchase up to 714,286 shares of common stock, which are currently exercisable at an exercise price of $0.4375 per share and expire five years after the commencement of sales in the Registered Offering.
Previous report
The closing of the Registered Offering and concurrent Private Placement occurred on July 22, 2025, and resulted in net proceeds to us of approximately $4.5 million, after deducting offering-related fees and expenses payable by us and excluding the net proceeds from the exercise of the Private Placement Warrants and the RDO Placement Agent Warrants.
Previous report
Full Repayment of Note Issued to Streeterville
Previous report
On July 23, 2025, we repaid the outstanding balance on the Note in full using available cash, including proceeds from recent equity offerings. The payment to Streeterville was in the amount of approximately $4,466,202, representing the outstanding balance of the Note as of the date of repayment and a 9% prepayment penalty. As of July 23, 2025, we have no obligations to Streeterville and no outstanding secured promissory notes or convertible debt instruments at the parent company level.
Previous report
GTG Financial Rescission and Disposition
Previous report
On the Rescission Date, we received written notice from the Seller notifying us of his decision to exercise his right to rescind the transactions contemplated by the SPA. Such written notice was delivered pursuant to Section 1.02(a)(iv)(1) of the SPA, which granted the Seller, in his sole discretion, the right to rescind the transactions contemplated under the SPA if we did not pay the Cash Portion (as defined in the SPA) within 180 days after February 20, 2025 in accordance with the terms and conditions of the SPA.
Previous report
On September 8, 2025, we, GTG Financial and the Seller executed a rescission certificate (the “Certificate”) to memorialize the rescission and the related disposition of GTG Financial by us. Pursuant to the terms of the Certificate, the parties agreed to deem the rescission and all related actions effective, for legal and accounting purposes, as of the Rescission Date. As a result, (i) we returned to the Seller 100% of the issued and outstanding shares of common stock of GTG Financial; (ii) the Seller returned to us 14,063 shares of our Series A Preferred Stock; and (iii) the Seller returned to us 700,055 shares of our common stock, which shares of Series A Preferred Stock and common stock are no longer deemed issued and outstanding as of the Rescission Date. All rights of the Seller as a stockholder of the Company have ceased and terminated in connection with the execution of the Certificate, effective as of the Rescission Date.
Previous report
Exercise of Warrants
Previous report
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.
Previous report
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.
Previous report
Revenue. Revenues were $1,445,137 for the three months ended September 30, 2025, compared to $339,227 for the three months ended September 30, 2024, an increase of approximately 326%. Our revenues currently consist of the revenues generated in our technology services segment that we receive directly from, or from services related to, our technologies and acquired companies. This increase in revenue was primarily driven by an increase in revenue generated from both our mortgage brokerage transactions by reAlpha Mortgage and GTG Financial and subscription fees from AiChat compared to the same period in 2024. reAlpha Mortgage and GTG Financial generated $1,038,782 through mortgage brokerage transactions, which included loan origination fees, broker commissions and processing fees compared to $183,128 for the same period in 2024, while AiChat generated $330,992 from subscription fees for its AI conversational technologies offered to enterprise clients, compared to $92,595 in the same period in 2024. The increase in mortgage brokerage transaction revenues was mainly due to an increase in operational efficiency resulting from the full integration of reAlpha Mortgage into our business and the additional revenue generated by GTG Financial. Revenue derived from GTG Financial’s operations in the amount of $461,552 was recognized during the three months ended September 30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more information). As a result, following the Rescission Date, GTG Financial’s operations did not contribute to our revenues.
Previous report
Cost of revenue. Cost of revenue was $695,557 for the three months ended September 30, 2025, compared to $113,361 for the three months ended September 30, 2024, an increase of approximately 514%. Cost of revenue reflects direct expenses associated with delivering our loan brokerage services and technology solutions, including compensation related costs for personnel supporting loan origination and customer interactions from our mortgage subsidiaries. The increase in cost of revenue was primarily attributable to the expansion of our mortgage brokerage operations following the acquisitions of reAlpha Mortgage and GTG Financial, which resulted in higher personnel and processing costs associated with increased loan origination activity compared to the same period in 2024. Cost of revenue incurred in connection with GTG Financial’s operations and loan originations in the amount of $336,865 was recognized during the three months ended September 30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more information). As a result, following the Rescission Date, we did not incur any costs related to revenue from GTG Financial’s operations and loan originations.
Previous report
Operating expense. Operating expense was $5,698,381 for the three months ended September 30, 2025, compared to $1,851,056 for the three months ended September 30, 2024, an increase of approximately 208%. This increase in operating expense was primarily driven by an increase in salary expenses as a result of the integration of our newly acquired businesses, including reAlpha Mortgage and GTG Financial which amounted to $1,655,061, compared to $507,501 for the same period in 2024 and an increase in marketing and advertising expenses related to our advertising campaign which amounted to $2,481,015 compared to $212,386 for the same period in 2024. In addition, we incurred $996,329 in professional and legal expenses during the three months ended September 30, 2025, in connection with our general corporate services, the GEM litigation and our recent capital raising activities (see “Liquidity and Capital Resources” for more information), which activities and related fees were not present in the same period in 2024. Operating expense incurred in connection with GTG Financial’s operations in the amount of $124,132 was recognized during the three months ended September 30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more information). As a result, following the Rescission Date, we did not incur any operating expenses related to GTG Financial’s operations.
Previous report
**Other expense.**Other expense was $832,523 for the three months ended September 30, 2025, compared to $408,954 for the three months ended September 30, 2024, an increase of approximately 104%. Other expense during the three months ended September 30, 2025 mainly consisted of $85,242 in interest expenses, $368,769 of loss on extinguishment of debt relating to the Note, and $125,000 relating to the amortization of the commitment fee payable by us in connection with the GEM Agreement. This increase in other expense was mainly due to the loss on extinguishment of debt relating to the Note in the amount of $368,769, which was not present in the same period in 2024. These expenses were partially offset by non-cash gains of $95,495 from the decrease in fair value of the Series A Preferred Stock liability and a $67,000 decrease in the fair value of contingent consideration of reAlpha Mortgage.
Previous report
Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024
Previous report
Revenue. Revenues were $3,623,153 for the nine months ended September 30, 2025, compared to $422,006 for the nine months ended September 30, 2024, an increase of approximately 759%. Our revenues currently consist of the revenues generated in our technology services segment that we receive directly from, or from services related to, our technologies and acquired companies. This increase in revenue was primarily driven by an increase in revenue generated from both our mortgage brokerage transactions by reAlpha Mortgage and GTG Financial and subscription fees from AiChat’s conversational AI technology offered to enterprise clients compared to the same period in 2024. reAlpha Mortgage and GTG Financial generated $2,803,114 through mortgage brokerage transactions, which included loan origination fees, broker commissions, and processing fees, compared to $183,128 for the same period in 2024, while AiChat generated $599,204 from subscription fees for its AI conversational technologies compared to $92,595 in the same period in 2024. The increase in mortgage brokerage transaction revenues was mainly due to an increase in operational efficiency resulting from the full integration of reAlpha Mortgage into our business and the additional revenue generated by GTG Financial. Revenue from GTG Financial in the amount of $1,416,352 was recognized during the three months ended September 30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more information). As a result, following the Rescission Date, GTG Financial’s operations did not contribute to our revenues.
Previous report
Cost of revenue. Cost of revenue was $1,733,441 for the nine months ended September 30, 2025, compared to $139,687 for the nine months ended September 30, 2024, an increase of approximately 1141%. Cost of revenue reflects direct expenses associated with delivering our loan brokerage services and technology solutions, including compensation related costs for personnel supporting loan origination and customer interactions from our mortgage subsidiaries. The increase in cost of revenue was primarily attributable to higher direct expenses associated with delivering our loan brokerage services and technology solutions, including compensation-related costs for personnel supporting loan origination and customer interactions at our mortgage subsidiaries, reAlpha Mortgage and GTG Financial, compared to the same period in 2024. Cost of revenue incurred in connection with GTG Financial’s operations and loan originations in the amount of $336,865 was recognized during the three months ended September 30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more information). As a result, following the Rescission Date, we did not incur any costs related to revenue from GTG Financial’s operations and loan originations.
Previous report
**Operating expense.**Operating expense was $13,301,152 for the nine months ended September 30, 2025, compared to $4,202,728 for the nine months ended September 30, 2024, an increase of approximately 216%. This increase was primarily driven by an increase in salary expenses as a result of the integration of our newly acquired businesses within the technology segment, including reAlpha Mortgage and GTG Financial, which amounted to $4,291,586 compared to $920,144 for the same period in 2024 and an increase in marketing and advertising expenses related to our advertising campaign that amounted to $4,483,626 compared to $273,458 for the same period in 2024. In addition, we incurred professional and legal services expenses of $2,742,220 related to our general corporate services, the GEM litigation and our recent capital raising activities (see “Liquidity and Capital Resources” for more information), which activities were not present in the same period in 2024. Operating expense from GTG Financial in the amount of $513,763 was recognized during the three months ended September 30, 2025 until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more information). As a result, following the Rescission Date, we did not incur any operating expenses related to GTG Financial’s operations.
Previous report
**Other expense.**Other expense was $1,330,252 for the nine months ended September 30, 2025, compared to $871,856 for the nine months ended September 30, 2024, an increase of approximately 53%. This increase was primarily driven by interest expense of $582,493, amortization expenses relating to the $375,000 commitment fee incurred in connection with the GEM Agreement and the loss on extinguishment of debt including amortization of debt issuance expenses and original issue discounts relating to the Note in the amount of $611,271, which was not present in the same period in 2024. These expenses were partially offset by non-cash gains of $243,883 from the decrease in fair value of the Series A Preferred Stock liability and a $148,000 decrease in fair value of contingent consideration of reAlpha Mortgage.
Previous report
Management has reassessed the Company’s liquidity and financial condition as of September 30, 2025, and determined that the conditions which previously raised substantial doubt about our ability to continue as a going concern have improved. As of September 30, 2025, we had cash and cash equivalents of approximately $9.3 million, compared to $3.1 million as of December 31, 2024, and an accumulated deficit of $51.0 million. Based on our current operating plan and projected cash requirements, management believes that available cash resources are sufficient to fund operations for at least 12 months following the issuance of the unaudited condensed consolidated financial statements included in this report.
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Reworded paragraphs (13)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report, as well as our audited financial statements and related notes included in our Form 10-K. In addition to historical information, this discussion and analysis here and throughout this report contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors” in our Form 10-K.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report, as well as our audited financial statements and related notes included in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). In addition to historical information, this discussion and analysis here and throughout this report contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors” in our Form 10-K.
Previous wording
We are a real estate technology company developing an end-to-end homebuying platform, which we have named reAlpha (hereinafter referred to as the “reAlpha platform”). Our goal is to offer through our 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. We developed the reAlpha platform as a commitment to eliminate traditional barriers to home ownership and make it more accessible and transparent.
Current wording
We are a real estate technology company developing an end-to-end homebuying platform, which we have named reAlpha (hereinafter referred to as the “reAlpha platform”). Our goal is to offer, through our 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.
Previous wording
Our revenue model revolves around our realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees), offered through the reAlpha platform, which is currently under limited availability, and services offered by our subsidiaries, such as AiChat, Naamche, reAlpha Mortgage and Hyperfast.
Current wording
Our revenue model revolves around: (i) our homebuying services, which include realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees) directly to customers, mainly through the reAlpha platform, and (ii) our technology services, including software development services provided by our subsidiaries Naamche, Inc. (“U.S. Naamche”) and Realpha Nepal Pvt. Ltd. (f/k/a Naamche, Inc. Pvt. Ltd.) (“reAlpha Nepal Pvt Limited” and together with U.S. Naamche, “reAlpha Nepal”) to businesses and the AI-powered conversational platform provided to customers by our subsidiary, AiChat Pte. Ltd. (“AiChat”).
Previous wording
We are continuously working to commercialize, enhance and refine our AI technologies and the reAlpha platform to continue generating technology-derived revenue. Further, as part of our growth strategy, we intend to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business and our reAlpha platform. To advance such strategy, since the beginning of 2024, we have announced the acquisitions of Naamche, AiChat, Hyperfast and reAlpha Mortgage. Although we previously announced and completed the acquisition of GTG Financial, GTG Financial is no longer a subsidiary of the Company as of the Rescission Date (see “Recent Developments – GTG Financial Rescission and Disposition” for more information).
Current wording
We are continuously working to commercialize, enhance and refine our AI technologies to support our homebuying services and technology services and to continue generating revenue. As part of our growth strategy, we also plan to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business. To advance such strategy, we have, in recent years, announced the acquisitions of reAlpha Nepal, AiChat, Hyperfast Title LLC (“Hyperfast”), Debt Does Deals, LLC (f/k/a Be My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”) and Prevu, Inc. and its subsidiaries (collectively, “Prevu”), as well as the proposed acquisition of InstaMortgage Inc. (“InstaMortgage”), which would expand our mortgage operations by adding direct lending capabilities.
Previous wording
Before shifting our focus towards the development of our AI technologies and the reAlpha platform, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the property’s performance as a short-term rental. In the first quarter of 2024, we decided to halt these operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted throughout the fiscal year 2024. This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment. As a result, in the first quarter of 2025, our Board approved to discontinue our short-term rental business operations entirely. The discontinuation of our rental business segment operations meets the criteria to be reported as discontinued operations (see “Note 17 - Discontinued Operations” for more information).
Current wording
Before shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the properties’ performance as a short-term rental. In the first quarter of 2024, we decided to halt these operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted throughout the fiscal year 2024. This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment. As a result, in the first quarter of 2025, our board of directors approved the discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment and our technology services segment.
Previous wording
We currently offer a commission refund model through the reAlpha platform as part of our strategy to provide an integrated and customer-centric homebuying experience. Under this model, homebuyers may receive up to 75% of any buy-side brokerage commissions paid, which typically range from 2.2% to 3% of a home’s sale price depending on the geographical market, in connection with the purchase of a home through the reAlpha platform as a rebate or refund (hereinafter referred to as the “commission refund”). This commission refund is paid to the homebuyer by applying such commission refund towards closing costs or by adding the refund to a homebuyer’s down payment, as applicable and subject to market-by-market minimums. The percentage of the commission refund available to a homebuyer is determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage brokering and digital title and escrow services. Currently, homebuyers can receive 25% commission refund when using only realty services, 50% when using two services and 75% when using all three services. The commission refund model for the reAlpha platform is currently in a testing phase and remains subject to change as we evaluate customer adoption, expand into new geographical markets and further develop our platform and/or expand the number of services provided thereunder.
Current wording
Prior to the implementation of the current commission rebate in mid-January 2026, we offered a rebate whereby eligible homebuyers could receive up to 75% of the buy-side brokerage commission paid in connection with the purchase of a home through the reAlpha platform as a rebate towards closing costs, subject to market-specific commissions and minimums (the “historic commission rebate”). The buy-side brokerage commission was dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available to a homebuyer was determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage brokering, and digital title and escrow services. Under this model, homebuyers could receive a 25% rebate when using only realty services, 50% when using two services and 75% when using all three services. The update to the current commission rebate in mid-January 2026 was designed to make the rebate easier for customers to understand.
Previous wording
We seek to differentiate ourselves from competitors primarily through the integration of AI into our technologies for the real estate industry. In addition to “Claire,” we use a proprietary AI-powered “Loan Officer Assistant,” which is intended to streamline and reduce processing time of our mortgage operations. This internal tool automates key loan origination tasks such as document collection and borrower communication and is designed to help loan officers manage higher volumes with greater efficiency. We expect that our technology services segment will benefit from the current exponential growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies.
Current wording
Our technology services segment includes: (i) software development services provided by reAlpha Nepal to third parties, which is also provided to us via an intercompany services agreement between us and reAlpha Nepal and (ii) the AI-powered conversational platform provided to customers by AiChat. We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies.
Previous wording
From July 1, 2025 through September 30, 2025, U.S. inflation remained above the Federal Reserve’s stated 2% target, ranging between approximately 2.7% and 3% during the third quarter of 2025. In response to continued inflationary pressures, the Federal Reserve lowered the target federal funds rate by 25 basis points to a range of 4.00% to 4.25% at its September 2025 meeting, signaling a sustained cautious approach as inflation and housing activity moderate.
Current wording
U.S. inflation remained above the Federal Reserve’s stated 2% target during the first quarter of 2026, which rose 3.3% year-over-year in March 2026, up from 2.7% in December 2025. In response to continued inflationary pressures, the Federal Reserve lowered the target federal funds rate by 25 basis points to a range of 3.5% to 3.75% at its December 2025 meeting. Following the three consecutive federal funds rate cuts during the fourth quarter of 2025, the Federal Reserve held rates steady at both its January and March 2026 meetings, signaling a sustained cautious approach as inflation and housing activity moderate, which was further impacted by heightened geopolitical uncertainty due to the conflicts in the Middle East.
Previous wording
Mortgage rates remained elevated during the third quarter of 2025, with the average 30-year fixed mortgage rate in the mid to high 6% range, with an average mortgage rate of approximately 6.30% as of September 25, 2025. Elevated borrowing costs, combined with limited housing inventory, have continued to constrain affordability and weigh on home purchase activity and mortgage origination volume. These factors, along with macroeconomic uncertainty, have contributed to slower transaction volumes across much of the housing market.
Current wording
Mortgage rates remained elevated during the first quarter of 2026, with the average 30-year fixed mortgage rates at nearly 6.5% by the end of the period, which increased from a low of 5.99% prior to the start of the conflict in the Middle East involving Iran. Elevated borrowing costs, combined with limited housing inventory, have continued to constrain affordability and weigh on home purchase activity and mortgage origination volume. These factors, along with macroeconomic uncertainty, have contributed to slower transaction volumes across much of the housing market. For example, during the first quarter of 2026, residential sales fell by 6% year-over-year.
Previous wording
Non-U.S. GAAP Financial Measures
Current wording
We monitor a number of key performance indicators and non-U.S. GAAP financial measures to evaluate the performance of our business operations and the execution of our strategy. These metrics provide management with insight into transaction activity across our platform, operating efficiency, and trends affecting the scale and overall health of our business. We use these measures, together with our financial results, to assess performance across periods, inform management decision-making, and support financial planning and strategic priorities.
Previous wording
There have been no material changes to the Company’s critical accounting policies or the methods used in applying those policies during the three and nine months ended September 30, 2025. For a full description of our critical accounting policies and significant estimates, refer to the audited consolidated financial statements and accompanying notes included in our Form 10-K filed with the SEC, and “Note 2 - Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included in this report.
Current wording
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 our critical accounting policies and significant estimates, refer to the audited consolidated financial statements and accompanying notes included in our Form 10-K, and “Note 2 - Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included in this report.
Previous wording
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt services, acquisitions, contractual obligations and other commitments. Our liquidity and capital resources are critical to our ability to execute our business plan and achieve our strategic objectives. Accordingly, to the extent that revenue from our technologies, including the reAlpha platform, and services provided by our subsidiaries cannot fund our operations, we intend to utilize equity or debt offerings to raise these funds, although volatility in the capital markets may negatively affect our ability to do so. The cost of capital and historically high-interest rates can also have a direct impact on our ability to raise capital through debt or equity offerings or to pursue acquisitions. Economic environments yielding higher interest rates with more stringent debt terms such as today’s market environment require larger equity commitments. This means that, as larger equity commitments are required, we will have less leverage and may have fewer acquisitions overall. We cannot provide any assurance that we will be able to raise additional funds on acceptable terms, if at all. Our ability to raise additional capital will depend on various factors, including market conditions, investor demand, and our financial performance.
Current wording
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. Our liquidity and capital resources are critical to our ability to execute our business plan and achieve our strategic objectives. Accordingly, to the extent that collections from our operations cannot fund our operations, we intend to utilize equity or debt offerings to raise these funds, although volatility in the capital markets may negatively affect our ability to do so
Previous wording
Our business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our operations. In addition, we may incur additional costs associated with research and development of new products and services, expansion into new markets or geographies, and general corporate overhead. As a result, we may require additional financing in the future to fund these initiatives, which may include additional equity or debt financing or strategic partnerships. If we are unable to obtain additional financing when required, we may be forced to reduce the scope of our operations, delay the launch of new products or services, or take other actions that could adversely affect our business, financial condition, and results of operations. We may also be required to seek additional financing on terms that are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.
Current wording
Our business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our growing operations. In addition, we may incur additional costs associated with compliance, research and development of new products and services, expansion into new markets or geographies, including through strategic acquisitions, and general corporate overhead. As a result, we may require additional financing in the future to fund our operations, which may include additional equity or debt financings or strategic partnerships or investments. If we are unable to obtain additional financing when required, we may be forced to reduce the scope of our operations, delay the launch of new products or services, or take other actions that could adversely affect our business, financial condition, and results of operations. We may also be required to seek additional financing on terms that are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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, 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.