M&A - reAlpha Tech Corp.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025016325

Filing Summary: On February 20, 2025, reAlpha Tech Corp. entered into a Stock Purchase Agreement with GTG Financial, Inc. and Glenn Groves to acquire 100% of the shares of GTG Financial, a mortgage brokerage company, for a total purchase price of up to $4,200,000. The price consists of $281,250 in preferred stock, $1,287,000 in common stock, $1,344,750 in cash payable in installments, and potential earn-out payments based on GTG's financial performance. The agreement also outlines a mechanism for conversion of preferred stock into common stock, payment of cash differences, and a failure to meet cash payment obligations. On February 19, 2025, the company received a waiver from Streeterville Capital regarding the acquisition. The acquisition and subsequent amendments were fully disclosed in the 8-K filing dated February 24, 2025, alongside a press release.

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Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025016109

Filing Summary: reAlpha Tech Corp. reported its estimated total revenue for the three months ending December 31, 2024, to be between $0.5 million to $0.6 million and for the full year 2024 to be between $0.9 million to $1.0 million. The company's cash reserves fell to approximately $3.1 million as of December 31, 2024, down from $7.0 million at the end of September 2024, mainly due to a $1.5 million payment related to the acquisition of Debt Does Deals, LLC, also known as Be My Neighbor (BMN), and increased operating expenses following this acquisition. The report emphasizes that the financial data presented is preliminary and unaudited, cautioning that actual results may vary as year-end accounting procedures are completed.

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Form Type: 8-K/A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025007910

Filing Summary: On January 29, 2025, reAlpha Tech Corp. filed an amendment (Form 8-K/A) to its previous filing made on November 21, 2024, regarding their acquisition of USRealty Brokerage Solutions, LLC and investment in Unreal Estate Inc. This amendment corrects the omission concerning the company's commitment to purchase $600,000 of convertible promissory notes from Unreal Estate Inc., which was not included in the original form. The acquisition, which occurred under a Membership Interest Purchase Agreement, involved the purchase of all membership interests of US Realty, with a purchase price established at $250,000, provided through in-kind services. The company also detailed its agreement to purchase the convertible notes in installments starting November 20, 2024. The agreement specifies conditions under which these notes can be converted into shares of stock of Unreal Estate Inc. and outlines indemnification obligations between the parties. Additionally, ongoing discussions for potential restructuring of the payment agreement are indicated, with no definite resolution reached as of the filing date.

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