Filed Pursuant
to Rule 424(b)(3)
Registration No. 333-276334
PROSPECTUS SUPPLEMENT NO.
9
(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 September 30, 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 September 27, 2024, the closing
price of our common stock was $1.29.
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 62.21% 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 September 30, 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): September 30, 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
8.01 Other Events.
On
September 30, 2024, reAlpha Tech Corp. (the “Company”) announced that reAlpha AI Labs (“AI Labs”), a research
and development initiative to develop, partner with and potentially invest in artificial intelligence (“AI”) startups, invested
in Xmore AI (“Xmore AI”), a company that provides AI-driven cybersecurity solutions that is developing a software that will
consolidate multiple cybersecurity tools into one platform. The Company believes that this investment in Xmore AI will enhance the cybersecurity
capabilities of its AI-powered homebuying platform, as well as provide Xmore AI additional funds to continue the development of its cybersecurity
software, which will provide AI-driven cybersecurity solutions to enterprises in multiple industries.
On
September 30, 2024, the Company issued a press release announcing the investment of AI Labs in Xmore AI. 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 set forth
and incorporated into Item 8.01 of this Form 8-K, including Exhibit 99.1, is being furnished and 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.
Forward-Looking Statements
The information in this Form
8-K includes “forward-looking statements”. Forward-looking statements include, among other things, statements about Xmore
AI’s technology and the AI Labs initiative; the anticipated benefits of Xmore AI’s technology and the AI Labs initiative;
the Company’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 the Company’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: 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 leverage Xmore AI’s technology and the AI Labs initiative
into its existing business and the anticipated demand for AI Labs collaborations and partnerships; Xmore AI’s ability to develop
its software to consolidate cybersecurity tools to provide AI-driven cybersecurity solutions to enterprises and the anticipated demand
for such software; 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: September 30, 2024 |
REALPHA TECH CORP. |
| |
|
|
| |
By: |
/s/ Giri Devanur |
| |
|
Giri Devanur |
| |
|
Chief Executive Officer |
Exhibit 99.1
reAlpha Invests in Xmore AI to Advance AI-Powered
Cybersecurity Solutions
Xmore AI Joins reAlpha AI Labs to Address
the $22B+ Global Market for Cybersecurity AI Solutions1
Dublin, Ohio – September 30, 2024
– reAlpha Tech Corp. (“reAlpha”) (Nasdaq: AIRE), a real estate technology company developing and commercializing
artificial intelligence (“AI”) technologies, today announced the selection of Xmore AI as the first company to secure investment
from its newly launched reAlpha AI Labs, reAlpha’s research and development initiative.
Xmore AI, co-founded by Dr. Benjamin Yan and Adrian
Self, leverages over a decade of research in AI-driven cybersecurity and has developed a platform that consolidates multiple cybersecurity
tools into a seamless, AI-driven solution, ensuring that enterprises can operate securely in a rapidly evolving digital environment. Dr.
Yan is a Professor of Computer Science and Engineering at Michigan State University. Adrian Self, a cybersecurity professional with extensive
experience in blockchain security and embedded systems, complements Dr. Yan’s expertise with his hands-on approach to security assessments
and technology integration. This investment marks a strategic milestone for reAlpha AI Labs to accelerate the development of AI technologies
and advance technology innovation in the real estate industry.
Mike Logozzo, President and Chief Operating Officer
of reAlpha, emphasized the broader impact of Xmore AI’s technology: “At reAlpha AI Labs, we aim to create an environment where
innovative AI startups can thrive. Xmore AI’s focus on cybersecurity aligns with our vision and we believe Xmore AI’s technology
will enhance the security and scalability across our AI homebuying platform and our recently acquired portfolio companies.” reAlpha’s
recently acquired portfolio companies include Naamche, Hyperfast, Be My Neighbor, and AiChat.
“Xmore AI represents the next generation
of forward-thinking innovation we envisioned to collaborate with when we launched reAlpha AI Labs,” said Vinayak Grover, Associate
Vice President of AI Labs at reAlpha. “Their expertise in cybersecurity, particularly for AI operations, will be critical as AI
becomes more integrated into enterprise systems.”
In addition to enhancing reAlpha’s AI homebuying
platform through its AI-cybersecurity expertise, Xmore AI is developing a software that will consolidate multiple cybersecurity tools
to provide AI-cybersecurity solutions to enterprises in multiple industries. At the core of Xmore AI’s innovation is its ability
to address the unique vulnerabilities created by the rapid expansion of AI across industries. We believe Xmore AI is well-positioned to
address critical challenges like data privacy, compliance, and risk management, by providing innovative solutions designed to meet the
evolving needs of the cybersecurity landscape.
“With AI becoming more integrated into how
businesses operate, it is essential that cybersecurity evolves alongside it,” said Dr. Yan, co-founder and Chief Executive Officer
of Xmore AI. “Through our partnership with reAlpha AI Labs, we believe we are in a position to deliver scalable, cutting-edge security
solutions that protect enterprises from the emerging risks of AI integration.”
Launched earlier this year, reAlpha AI Labs is
designed to support innovative AI startups with funding, technical resources, and strategic partnerships. By providing early-stage funding
along with access to reAlpha’s extensive network, the program is committed to accelerating the growth and efficacy of AI-driven
solutions.
| 1 | https://market.us/report/ai-in-cybersecurity-market/ |
The incubation of Xmore AI not only highlights
reAlpha AI Labs’ commitment to cybersecurity, but it also marks reAlpha AI Labs' broader mission to drive AI advancements across
sectors like real estate, fintech, and enterprise technology.
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.
About Xmore AI
Xmore AI is developing a software that will offer
innovative AI-driven cybersecurity solutions by consolidating multiple cybersecurity tools into a single platform, which will provide
real-time risk analysis, vulnerability detection, and IT operations management, all while ensuring privacy by keeping data within the
enterprise.
About the reAlpha Platform
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.™ – 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 National Association of Realtors 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. The reAlpha platform
offers a cost-free alternative for homebuyers by utilizing an AI-driven workflow that assists them through the homebuying process.
Homebuyers using the reAlpha platform’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, the reAlpha platform 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.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements”. Forward-looking statements include, among other things, statements about Xmore AI’s technology
and the reAlpha AI Labs initiative; the anticipated benefits of Xmore AI’s technology and the reAlpha AI Labs initiative; 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 leverage Xmore AI’s technology and the reAlpha AI Labs initiative into its existing business and the anticipated demand for reAlpha
AI Labs collaborations and partnerships; Xmore AI’s ability to develop its software to consolidate cybersecurity tools to provide
AI-cybersecurity solutions to enterprises and the anticipated demand for such software; 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.
Media
irlabs on behalf of reAlpha
Fatema Bhabrawala
fatema@irlabs.ca
3
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