Filed Pursuant
to Rule 424(b)(3)
Registration No. 333-276334
PROSPECTUS SUPPLEMENT NO.
6
(to Prospectus dated June 25, 2024)
Up to 1,997,116 Shares of Common Stock
1,700,884 Shares of Common Stock Underlying
the Warrants
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 25, 2024 (the “Prospectus”),
which forms a part of our Registration Statement on Form S-11 (File No. 333-276334) with the information contained in our Current
Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 20, 2024 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
Our common stock is currently
listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “AIRE.” On August 19, 2024, the closing
price of our common stock was $1.32.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
We are a “controlled company” under
the Nasdaq listing rules because Giri Devanur, our chief executive officer and chairman, owns approximately 62.35% of our outstanding
common stock. As a controlled company, we are not required to comply with certain of Nasdaq’s corporate governance requirements;
however, we will not take advantage of any of these exceptions.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 5 OF
THE PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The date
of this prospectus supplement is August 20, 2024.
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): August 20, 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. ☐
Item 7.01 Regulation FD Disclosure.
On
August 20, 2024, reAlpha Tech Corp. (the “Company”) issued a press release announcing the launch of reAlpha (previously, “Claire”)
(the “Super App”) for mobile devices. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K (this “Form 8-K”) and is incorporated herein by reference.
The information being furnished
pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1, 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. Furthermore, the furnishing
of information under Item 7.01 of this Form 8-K, including Exhibit 99.1, is not intended to constitute a determination by the Company
that the dissemination of the information contained herein is required by Regulation FD.
Item 8.01 Other Events.
As reported under Item 7.01
of this Form 8-K, on August 20, 2024, the Company announced the launch of the Super App for mobile devices. In connection with the launch
of the Super App for mobile devices, the Company also changed the name of the Super App from “Claire,” to “reAlpha.”
Claire will remain as the generative artificial intelligence (“AI”) buyer’s agent that will be integrated within the
Super App, while providing the same services it did for users utilizing the platform under its previous name.
The Super App combines Claire
and its AI-powered capabilities, licensed real estate agent support and integrated services for buyers purchasing a home, which currently
include title and escrow agent services, to provide an end-to-end, commission-free, homebuying platform. The Super App is currently under
limited availability for homebuyers located in 20 counties in Florida while the Company is seeking new brokerage licenses to expand its
capabilities to more U.S. states.
Forward-Looking Statements
The information in this Form
8-K includes “forward-looking statements”. Forward-looking statements include, among other things, statements about the Super
App and statements regarding the Company’s ability to obtain new brokerage licenses to expand the Super App’s capabilities
to more U.S. states. 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: the Company’s limited operating history and that the Company has not yet fully developed its AI-based technologies;
the Company’s ability to commercialize its developing AI-based technologies; whether the Company’s technology and products
will be accepted and adopted by its customers and intended users; the Company’s ability to capitalize on the recent National Association
of Realtors’ rules change development to create more demand for its products and services, including the Super App; the Company’s
ability to generate revenues through the Super App and services provided therein, both online and via mobile device; the Company’s
ability to acquire, collaborate with and/or partner with mortgage brokerage firms and home insurance providers, as well as other service
providers to further enhance the Super App’s capabilities and services provided therein; the Company’s ability to generate
revenue through its title services and any other services it may offer to the Super App’s users in the future; the inability to
maintain and strengthen the Company’s brand and reputation; the inability to accurately forecast demand for short-term rentals and
AI-based real estate focused products; the inability to execute business objectives and growth strategies successfully or sustain the
Company’s growth; the inability of the Company’s customers to pay for the Company’s services; changes in applicable
laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other
risks and uncertainties indicated in the Company’s U.S. Securities and Exchange Commission (“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 the Company 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. the Company’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 the Company’s filings with the SEC. Readers are cautioned not
to put undue reliance on forward-looking statements, and the Company 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: August 20, 2024 |
REALPHA TECH CORP. |
| |
|
|
| |
By: |
/s/ Giri Devanur |
| |
|
Giri Devanur |
| |
|
Chief Executive Officer |
Exhibit 99.1
reAlpha Launches AI-Powered Real Estate Super
AppTM on Tailwinds of Effectiveness of NAR Rule Changes on August 17, 2024
Recent NAR rule changes make buying a home
using a traditional buyer’s agent more expensive. reAlpha brings their end-to-end commission-free homebuying platform to mobile
devices, aiming to provide an easy and affordable way to buy a home completely by phone.
Dublin, Ohio—reAlpha Tech Corp. (Nasdaq:
AIRE) (“reAlpha”), a real estate technology company developing and commercializing artificial intelligence (“AI”)
technologies, announces today the launch of reAlpha (previously, “Claire”) (the “Super App”) for mobile devices.
The Super App brings an end-to-end, commission-free, real estate experience to users’ mobile devices in addition to its online version,
combining Claire, reAlpha’s generative-AI buyer’s agent, licensed human agent support and a suite of homebuying tools, which
currently includes title and escrow agent services.
In connection with the launch of the Super App
for mobile devices, reAlpha changed the name of the Super App from “Claire,” to “reAlpha.” Claire will remain
as the generative-AI buyer’s agent that will be integrated within the Super App, while providing the same services it did for users
utilizing the platform under its previous name. The Super App will continue to be available online in addition to its mobile app version.
This launch is timed to coincide with the real
estate industry's shift in light of the National Association of Realtors’ (“NAR”) recent settlement to eliminate the
standard six percent sales commission when purchasing a home. These rule changes went into effect August 17, and reAlpha believes
such changes make its commission-free offering to be even more compelling for property buyers.
AI-Driven Homebuying Experience
The Super App brings reAlpha’s AI-powered
capabilities to home buyers, allowing users to search for and purchase homes through their mobile phone. Key features include:
| ● | Commission-free homebuying: The Super App does not charge buyer’s commission fees, making
home ownership more affordable and transparent. |
| ● | Claire, the AI Real Estate Agent: Users can interact
with Claire, a generative AI-powered buyer’s agent, to receive 24/7 real-time support and answers to questions related to purchasing
a property. |
| ● | AI-Generated Search and Recommendations: The Super App utilizes AI algorithms to provide personalized
property matches and recommendations, further assisting users to find their ideal home. Also, with Claire’s natural language search,
you can describe your perfect home, and it will quickly find matches, with no filters needed. |
| ● | AI Document Review and Analysis: The Super App’s “Review with Claire” feature
allows homebuyers to get clear, concise summaries of detailed real estate documents like inspection and settlement reports, making complex
information easier to understand and navigate through. |
| ● | Expert Guidance: For customized needs, users will be able to rely on a dedicated team of licensed
real estate agents, on a no-cost and no-obligation basis, who will provide personalized support and guidance. These agents step in to
augment Claire’s AI capabilities, allowing homebuyers to be confident in their decisions when buying a home, while also building
trust between the agents and buyers throughout their home purchasing journey. |
| ● | End-to-end Transactions: All steps of a standard homebuying process can be completed in the Super
App, even if the Super App does not provide the services itself, as reAlpha’s licensed real estate agents will be available to step
in and assist in those steps until the Super App integrates those services within the platform. Buyers will be guided through finding
their home, negotiating an offer, getting a mortgage, among others, all the way through title services and closing. |
One Platform for All Homebuying Needs
Following the acquisition of Hyperfast, announced
July 29, 2024, reAlpha now offers integrated title services, allowing the Super App to offer those services directly to its users. While
our licensed real estate agents can assist homebuyers if they need assistance with certain services the Super App does not currently provide,
reAlpha plans to expand the Super App’s capabilities to integrate every aspect of a standard homebuying process in this one platform
by eventually providing mortgage brokerage services and home insurance to buyers utilizing the Super App, whether online or via mobile
device.
“At reAlpha, we know buying a home is the
biggest and most important decision many people will ever make. We believe in leveraging AI to create a more personalized and supportive
homebuying experience,” said Mike Logozzo, President and Chief Operating Officer of reAlpha. “The reAlpha Super App is designed
to provide homebuyers with all the tools and support they may need to find their dream home, at a great price and with the best experience,
all from their mobile device.”
As reAlpha continues to work towards innovating
the real estate industry, the launch of the Super App for mobile devices marks a significant milestone in the company's mission to bring
the real estate industry to the digital era. By integrating its generative-AI technology and homebuying services, reAlpha believes the
Super App can transform the way people buy homes, while making the process more intuitive and efficient.
The Super App is now available for download on
iOS devices. For more information and to download the Super App, please visit our App Store page.
About reAlpha
reAlpha (previously called
“Claire”), announced on April 24, 2024, is reAlpha’s generative AI-powered, commission-free, homebuying platform.
The tagline: No fees. Just keys.TM – reflects reAlpha’s dedication to eliminating traditional barriers and making
homebuying more accessible and transparent.
reAlpha’s introduction
aligns with major shifts in the real estate sector after the NAR agreed to settle certain lawsuits upon being found to have violated antitrust
laws, resulting in inflated fees paid to buy-side agents. This development is expected to result in the end of the standard six percent
sales commission, which equates to approximately $100 billion in realtor fees paid annually. reAlpha offers a cost-free alternative for
homebuyers by utilizing an AI-driven workflow that assists them through the home buying process.
Homebuyers using reAlpha’s
conversational interface will be able to interact with Claire, reAlpha’s AI buyer’s agent, to guide them through every step
of their homebuying journey, from property search to closing the deal. By offering support 24/7, Claire is poised to make the homebuying
process more efficient, enjoyable, and cost-efficient. Claire matches buyers with their dream homes using over 400 data attributes and
provides insights into market trends and property values. Additionally, Claire can assist with questions, booking property tours, submitting
offers, and negotiations.
Currently, reAlpha is
under limited availability for homebuyers located in 20 counties in Florida, but reAlpha is actively seeking new MLS and brokerage licenses
that will enable expansion into more U.S. states.
For more information,
please visit www.reAlpha.com.
About reAlpha Tech
Corp.
reAlpha Tech Corp. (Nasdaq:
AIRE) is a real estate technology company developing an end-to-end commission-free homebuying platform. Utilizing the power of AI and
an acquisition-led growth strategy, reAlpha’s goal is to offer a more affordable, streamlined experience for those on the journey
to homeownership. For more information, visit www.reAlpha.com.
Forward-Looking Statements
The information in this
press release includes “forward-looking statements”. Forward-looking statements include, among other things, statements about
the NAR rule changes; the anticipated benefits of the NAR rule changes; statements about the Super App; the anticipated demand for the
Super App in mobile devices and online; reAlpha’s ability to anticipate the future needs of the short-term rental market; future
trends in the real estate, technology and artificial intelligence industries, generally; and reAlpha’s future growth strategy and
growth rate. 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 limited operating history and that reAlpha has not yet fully developed its 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 capitalize on the NAR rules change development to create more demand for
its products and services, including the Super App; reAlpha’s ability to generate revenues through the Super App and services provided
therein; reAlpha’s ability to acquire, collaborate with and/or partner with mortgage brokerage firms and home insurance providers,
as well as other service providers to further enhance the Super App’s capabilities and services provided therein; reAlpha’s
ability to generate revenue through its title services and any other services it may offer to Super App users in the future, both in mobile
devices and online; the inability to maintain and strengthen reAlpha’s brand and reputation; the inability to accurately forecast
demand for short-term rentals and 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; changes
in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment;
and other risks and uncertainties indicated in reAlpha’s U.S. Securities and Exchange Commission (“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.
Investor Relations Contact
investorrelations@realpha.com
Media
irlabs on behalf of reAlpha
Fatema Bhabrawala
fatema@irlabs.ca
4
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