reAlpha Tech Corp. — M&A Activity 2024

Jul 29, 2024

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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) : July 24, 2024

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. ☐

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Item 8.01 Other Events.

On July 24, 2024, reAlpha Tech Corp. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), with David R. Breschi and Kristen Britton (the “Sellers”), pursuant to which the Company acquired from the Sellers 85% of the outstanding membership interests of Hyperfast Title LLC (“Hyperfast”), a Florida limited liability company, which provides real estate closings and title insurances in Florida that was founded by the owners of Madison Settlement Services, LLC, a national title agency (the “Acquisition”). The Purchase Agreement contained certain representations, warranties and covenants of the parties customary for a transaction of this nature.

In connection with the Acquisition, the Company, the Sellers and Hyperfast entered into an Amended and Restated Operating Agreement (as may be amended from time to time, the “Operating Agreement”). The Operating Agreement provides for, among other things, annual license fees to be paid to each of the Sellers, subject to certain conditions set forth therein, including their continued service in providing services on behalf of Hyperfast; annual management fees payable to the Sellers based on Hyperfast’s operating margin, if any; a right of first refusal to each of Hyperfast’s members to purchase the other member’s interest in Hyperfast if any member receives an offer for or desires to sell its interests in Hyperfast; and certain rights to both the Company, as managing member, to purchase each of the Sellers’ membership interests, and to the Sellers to sell each of their respective membership interests in Hyperfast, each in accordance with the terms set forth in the Operating Agreement.

On July 29, 2024, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The press release being furnished pursuant to Item 8.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1**	Press Release, dated July 29, 2024.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

• Filed herewith.

** 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: July 29, 2024
By:	/s/ Giri Devanur
	Giri Devanur
	Chief Executive Officer

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