reAlpha Tech Corp. Announces Completion of Merger with InstaMortgage

What Happened

• reAlpha Tech Corp. (AIRE) filed an 8-K reporting that it completed the merger with InstaMortgage effective August 19, 2026. The companies agreed to a waiver of two outstanding regulatory approvals to allow closing to proceed.
• Under the A&R Merger Agreement, reAlpha agreed to pay InstaMortgage’s stockholders an aggregate Aggregate Merger Consideration of $8,500,000, consisting of cash, shares of reAlpha common stock and scheduled bi‑annual installments over three years. The company also supplemented prior risk disclosures to add a risk factor related to the waiver.

Key Details

• Total consideration: $8,500,000 aggregate: $500,000 cash at closing; $1,500,000 in common stock issued at closing (119,903 shares based on a $12.51 VWAP); and $6,500,000 payable in six equal bi‑annual installments over 3 years.
• Payment flexibility: bi‑annual installments can be paid in cash or shares at reAlpha’s sole discretion, but at least $1,500,000 of those installments must be paid in cash.
• Shares: any shares issued in satisfaction of payments will use a 10‑day VWAP formula (ending the trading day before issuance), are subject to a six‑month transfer restriction, and share issuance is capped so it cannot exceed 19.99% of pre‑transaction outstanding common stock (or cause any stockholder to exceed 4.99% without approval).
• Corporate actions: all outstanding InstaMortgage common shares were cancelled at the merger effective time and converted into the right to receive the merger consideration.

Why It Matters

• This is a material acquisition for reAlpha: it creates a multi‑year payment obligation (up to $6.5M over three years) and may dilute existing shareholders if reAlpha elects to pay in stock. Investors should note the company’s discretion to use stock or cash and the minimum cash requirement.
• The company added a risk factor related to the waiver of two regulatory approvals, which investors should read alongside prior risk disclosures. The transaction terms, payment schedule and share caps are concrete items that can affect reAlpha’s cash flow, capitalization and potential dilution going forward.