Business Context and Reporting Period
Company: reAlpha Tech Corp. (Ticker: AIRE)
Filing Type: Form 8-K (Current Report)
Date of Report: November 21, 2025 (Event Date)
Reporting Period: Immediate event reporting regarding the consummation of a merger.
reAlpha Tech Corp. entered into and consummated an Agreement and Plan of Merger with Prevu, Inc. on November 21, 2025. Prevu is now a wholly-owned subsidiary of reAlpha Tech Corp. The company is classified as an emerging growth company.
Key Financial Metrics and Transaction Details
This filing details a specific transaction rather than periodic financial performance. No revenue, profit, or cash flow data for the reporting period is provided in this document.
| Metric | Value |
|---|---|
| Total Aggregate Merger Consideration | $4,500,000 |
| Cash Paid at Closing | $750,000 |
| Stock Issued at Closing | $1,250,000 (2,501,000 shares) |
| Deferred Consideration | $2,500,000 (payable in 4 tranches over 18 months) |
| Co-Founder Transition Payment | $100,000 (200,080 shares) |
| Stock Price Basis (Closing) | $0.4998 per share |
Material Changes
- Corporate Structure: Prevu, Inc. merged into reAlpha Merger Sub, Inc. and now operates as a wholly-owned subsidiary of reAlpha Tech Corp.
- Equity Structure: All outstanding Prevu common stock, preferred stock, SAFEs, and promissory notes were cancelled and converted into rights to receive the Aggregate Merger Consideration.
- Liquidity Impact: The company immediately expended $750,000 in cash and issued 2,701,080 shares of common stock (including co-founder shares) on the closing date.
- Future Obligations: The company has a contractual obligation to pay $2,500,000 in four equal installments of $625,000, with the first due March 16, 2026. Payments may be made in cash or stock at the company's discretion.
Guidance, Outlook, and Risks
Management Commentary: The company issued a press release and investor presentation on November 25, 2025, highlighting the strategic focus and business developments resulting from the merger. Representatives intend to present this information at investor conferences.
Risks and Contingencies:
- Indemnification: Mutual indemnification provisions exist between the parties regarding breaches of representations and warranties.
- Stock Issuance Cap: The total shares issued under the agreement are capped at 19.99% of the company's pre-merger outstanding shares (25,599,604 shares). Any excess consideration will be paid in cash.
- Transfer Restrictions: All shares issued or issuable under the merger are subject to a 180-day lock-up period.
- Unregistered Securities: The shares were issued under Section 4(a)(2) and Rule 506 exemptions and are not registered under the Securities Act of 1933.
Investor Verification Checklist
- Verify the company's current cash position to assess ability to fund the $750,000 closing payment and future deferred payments.
- Confirm the exact number of shares outstanding post-merger to calculate the actual dilution impact relative to the 19.99% cap.
- Review the full text of the Merger Agreement (Exhibit 2.1) for specific conditions regarding the cash vs. stock election for deferred payments.
- Check subsequent filings (10-Q/10-K) for the integration progress of Prevu and any financial impact on reAlpha's operations.
- Monitor the 180-day lock-up expiration dates for potential selling pressure on the market.