reAlpha Tech Corp. 8-K

What Happened
reAlpha Tech Corp. (AIRE) announced on Dec. 22, 2025 (agreement dated Dec. 19, 2025) that it entered into a definitive Agreement and Plan of Merger to acquire InstaMortgage Inc. The transaction will merge a newly formed reAlpha subsidiary into InstaMortgage, leaving InstaMortgage as a wholly‑owned subsidiary of reAlpha at closing. The board unanimously approved the Merger Agreement.

Key Details

• Aggregate Merger Consideration: $8,500,000 subject to closing adjustments:
  • $500,000 cash at closing (less applicable withholdings)
  • $1,500,000 in reAlpha common stock issued at closing (valued by 10‑day VWAP)
  • $6,500,000 payable in bi‑annual payments over three years, in cash or reAlpha stock at the company’s option
• Stock terms and limits:
  • Shares issued under the agreement are subject to a 6‑month transfer restriction
  • Stock issuance cannot exceed 19.99% of outstanding common stock in aggregate or cause a Stockholder to exceed 4.99% beneficial ownership; excess would be paid in cash under a formula in the agreement
• Parties and approvals:
  • Agreement parties: reAlpha, reAlpha Merger Sub I, InstaMortgage, and InstaMortgage stockholders Shashank Shekhar and Ankur Dhingra
  • Closing is subject to customary conditions, including accuracy of reps and warranties, covenants, no Material Adverse Effect, delivery of closing items and required regulatory approvals
• Other filings: reAlpha furnished a press release (Exhibit 99.1) and filed a supplement to its risk factors related to the merger (Exhibit 99.2)

Why It Matters
This is a material acquisition announced by reAlpha that will add InstaMortgage as a wholly‑owned subsidiary if the deal closes. Investors should note the $8.5M headline price, the mix of cash and stock consideration, and the potential dilution from stock issuances (capped at 19.99% aggregate or cash in lieu). The deal is subject to closing conditions and regulatory approvals and may not close; reAlpha has filed updated risk disclosures addressing those and other transaction risks.