reAlpha Tech Corp.

There have been no material changes to our risk factors since those disclosed in “Part I, Item 1A. Risk Factors” of our Form 10-K, except as set forth below.

Our independent registered public accounting firm previously expressed substantial doubt regarding our ability to continue as a going concern in its audit report dated March 12, 2026, for the year ended December 31, 2025. This conclusion was based on recurring losses from operations, negative cash flows, and the need to raise additional capital to support our ongoing activities.

Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, management has concluded that there is substantial doubt about our ability to continue as a going concern (see “Note 3 - Going Concern” for more information). Our recurring losses, negative cash flow and the uncertainties surrounding our ability to execute and to realize our planned revenue growth and expected benefits from our operational improvement initiatives, could impact our future profitability and liquidity, which could in the future raise substantial doubt about our ability to continue to execute our operating plan as currently intended and require us to seek additional financing. If adequate funds or additional financings are not available, if and when needed, or if the terms of potential funding sources are unfavorable, our business, financial condition, and results of operations could be materially and adversely affected. Additionally, our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

We have not achieved profitability and have incurred losses since inception. For the quarter ended June 30, 2026, we recorded a net loss of $(3,049,265). For the year ended December 31, 2025, we recorded a net loss of $17,590,392. As of June 30, 2026, we had an accumulated deficit of $(63,444,055). While we have experienced revenue growth over recent periods, we may not be able to sustain or increase our growth or achieve profitability in the future. We intend to continue to invest diligently in sales and marketing efforts. In addition, we expect to incur significant additional legal, accounting, compliance and other expenses related to public company compliance and the expansion of our business. If our revenue fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we may continue to generate losses. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

We are currently ineligible to use a Registration Statement on Form S-3 to register the offer and sale of our securities until April 2027, which could adversely impact our ability to raise future capital on acceptable terms to us, or at all.

We are currently not eligible to utilize our “shelf” Registration Statement on Form S-3 to conduct offerings of our securities until April 2027. Until such time that we become eligible to utilize the Form S-3, if we determine to pursue an offering, we would be required to conduct the offering on an exempt basis or file a Registration Statement on Form S-1. Using a Registration Statement on Form S-1 for a public offering, for instance, would likely take significantly longer than using a Registration Statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our liquidity, ability to raise capital or complete acquisitions in a timely manner. The use of a Registration Statement on Form S-1 would also limit our flexibility as to the terms, timing or manner of any such offering, making it more difficult to execute any such transaction successfully and potentially harming our financial condition. Further, there can be no assurance that any financing using alternative methods will be available on acceptable terms, in the amounts needed, or at all.

If we are unable to maintain compliance with the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.

Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, and we are in compliance with Nasdaq’s continued listing requirements as of the date of this report, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including, but not limited to, the corporate governance requirements and the minimum closing bid price requirement, the minimum equity requirement or the market value of listed securities requirement.