AIRE 10-K & 10-Q changes, risk factors and insider trading

Risk Factors Related to the Proposed Merger with InstaMortgage

Risks Related to Our Cryptocurrency Investment Policy and Treasury Strategy

We have a limited operating history, which may adversely affect us.

We have completed several acquisitions in recent years and intend to continue pursuing strategic acquisitions of synergistic businesses and/or technologies as part of our growth strategy. We have also entered into a definitive agreement to acquire InstaMortgage, which is expected to close in the first half of 2026, subject to regulatory approvals and other customary closing conditions. Acquisitions take considerable time to develop, particularly in regulated industries, and involve a number of risks, including the risk that we enter into negotiations for acquisitions that result in the diversion of management time and significant out-of-pocket costs and are not ultimately consummated.

In addition, we may not be successful in integrating acquisitions or the businesses we acquire may not perform as well as we expect. For example, we completed the acquisition of GTG Financial, a mortgage brokerage, on February 20, 2025. The acquisition of GTG Financial was rescinded on August 21, 2025. As a result of the rescission, we returned to the seller of GTG Financial 100% of the issued and outstanding shares of GTG Financial and the seller returned to us 14,063 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and 700,055 shares of our common stock and GTG Financial was no longer one of our subsidiaries.

Acquisitions may be financed, in whole or in part, through the issuance of equity securities, which would result in dilution to existing stockholders, or through the incurrence of additional indebtedness, which could increase our leverage and reduce our financial flexibility. In addition, the use of cash to fund acquisitions would reduce our available liquidity and may limit our ability to fund other strategic initiatives, respond to business opportunities or withstand adverse economic conditions. Even if successfully consummated, acquisitions may be more costly than anticipated, may not achieve anticipated benefits, or may result in unanticipated costs or liabilities, which could adversely affect our business, results of operations and financial condition.

Our ability to execute our growth strategy and meet our liquidity needs depends in part on our access to the debt and equity capital markets. Adverse market conditions, volatility in the capital markets, declines in our stock price, changes in investor sentiment, interest rate increases, or factors specific to our business or industry could impair our ability to raise capital on terms favorable to us or at all. In addition, so long as our public float remains below $75 million, we are subject to the “baby shelf” limitations under General Instruction I.B.6 of Form S-3, which restricts the amount of securities we may sell under a shelf registration statement in any 12-month period to one-third of our public float. This limitation may constrain the amount of capital we can raise through registered shelf offerings and may require us to rely on alternative, potentially more costly or time-consuming offering structures, such as registration statements on Form S-1. If we are unable to obtain additional financing when needed or on terms favorable to us, management may be unable to execute its plans and we may be required to delay strategic initiatives, including acquisitions and investments in our business, or forego opportunities that would otherwise support our growth. To the extent we raise capital through the issuance of equity, existing stockholders may experience dilution, and any debt financing could increase our leverage, require restrictive covenants, or otherwise limit our financial flexibility. If we are unable to secure financing when we needed, our business, financial condition and results of operations could be materially and adversely affected.

We are subject to federal, state and local laws and regulations and rules issued by the CFPB that monitor the loan origination and servicing sectors, which may increase our regulatory compliance burden and associated costs.

reAlpha Mortgage, our mortgage brokering subsidiary, is subject to the regulatory, supervisory and examination authority of the CFPB, which has oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan servicers. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA, RESPA and the Fair Debt Collections Practices Act. The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability to repay and “qualified mortgage” standards and other origination standards and practices.

The CFPB’s examinations have increased, and will likely continue to increase, reAlpha Mortgage’s administrative and compliance costs. They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our mortgage business’ ability to comply with the new rules by their effective dates, could be detrimental to our business. The CFPB also issued guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’ interests are protected. The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the refund of monies or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil monetary penalties. The CFPB has been active in investigations and enforcement actions and, when necessary, has issued civil monetary penalties to parties the CFPB determines has violated the laws and regulations it enforces.

Additionally, anti-discrimination statutes, such as the FHA and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin, among others. Various federal regulatory agencies and departments, including the U.S. Department of Justice and the CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected class of individuals). These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. Regulatory agencies and private plaintiffs are expected to apply the “disparate impact” theory to both the FHA and the ECOA in the context of mortgage lending and servicing, among others. To the extent that the “disparate impact” theory continues to apply, it may significantly increase our administrative burdens, compliance requirements and potential liability for failures to comply.

Any actual, alleged or perceived failure of reAlpha Mortgage to comply with the federal consumer protection laws, rules and regulations to which they are subject could expose them to enforcement actions or potential litigation liabilities. Moreover, if the CFPB or other regulatory authorities adopt new rules governing the use of AI in mortgage underwriting or loan approval processes, we may face additional compliance obligations and potential enforcement risks. If we fail to or are unable to adapt to these regulatory changes in a timely and efficient manner our business, financial condition and results of operations may be adversely affected.

If we fail to comply with the rules, compliance requirements and data license agreements of MLSs, we may be unable to obtain and provide comprehensive and accurate real estate listing data, which could materially and adversely affect our business.

We believe that users of our services, whether through our website or iOS application (Real Estate Super App), come to us, in part, because of the real estate listing data that we provide. We obtain this data primarily from MLSs in the markets we serve directly or through our third-party service provider (REALTOR® affiliate). There are hundreds of MLSs operating across the United States, each with its own distinct rules, policies, compliance requirements, and data license agreement terms governing how MLS data may be used, stored, and displayed. These rules vary significantly across MLSs, are subject to change at any time, and may be affected by industry-wide developments such as the NAR settlement agreement in March 2024 and the comprehensive MLS Handbook updates that took effect in January 2026. We are required to respond to and resolve complaints or notices of non-compliance within prescribed timelines, and failure to do so could result in fines, suspension, or termination of our data access. In addition, MLSs are increasingly imposing data security and technology-use requirements on participants, including restrictions on the use of real estate listing data for training AI or machine learning models, which could affect our AI-driven platform capabilities.

In the event that a real estate broker through whom we access MLS data or our third-party service provider (REALTOR® affiliate), is deemed non-compliant, loses its MLS membership, or otherwise has its access restricted or terminated, we may be required to identify and engage replacements, and there can be no assurance that suitable replacements will be available on commercially reasonable terms or without interruption to our MLS data access. The real estate technology industry has also experienced increased litigation and regulatory activity regarding the use, display, and ownership of MLS data, and we may become subject to claims or enforcement actions that could result in restrictions on our ability to use such data. If we are unable to maintain compliance with applicable MLS rules and data license agreements, if we lose access to MLS data from one or more MLSs, or if changes in MLS rules or industry practices materially restrict our ability to obtain, use, or display listing data, we may be unable to provide comprehensive and accurate real estate listings. Any such loss or limitation could materially and adversely affect traffic to our websites, reduce user engagement and conversion, impair our ability to expand into new geographic markets, and have a material adverse effect on our business, results of operations and/or financial condition.

We have integrated, and intend to continue to integrate, AI in our operations and services which may result in operational challenges, compliance challenges, reputational concerns, privacy risks and competitive risks, which could have material adverse effects on our financial condition, results of operations, or reputation.

We currently integrate AI technologies in several of our operations and services, including “Claire” (our proprietary customer-facing AI-powered homebuying concierge), the “Loan Officer Assistant” (our proprietary internal AI-powered tool for our loan officers) and the “Engagement Assistant” (an internal AI-powered tool supporting customer relationship management), and intend to continue integrating or otherwise using AI technologies in our operations and services. Given that AI is a rapidly developing technology that is in its early stages of business use, it presents a number of operational, compliance and reputational risks. AI algorithms are currently known to sometimes produce unexpected results and behave in unpredictable ways (e.g., “hallucinatory behavior”) that can generate irrelevant, nonsensical, fictitious, deficient, offensive or factually incorrect content and results. Any inaccuracies in responses or “hallucinatory behavior” by our customer-facing AI products, such as “Claire,” or other AI technologies that are used in our operations or on the reAlpha platform could affect customer satisfaction, lead to misinformation, and/or cause reputational harm.

The safe and responsible integration of AI as it rapidly evolves presents emerging ethical and legal challenges, and any failure to keep pace with or properly govern such technologies may lead to challenges, concerns and risks that are significant or that we may not be able to predict. For example, AI output might present ethical concerns or violate current and future laws and regulations, including licensing laws and a variety of federal and state fair lending laws and regulations such as the FHA, the ECOA, the Home Mortgage Disclosure Act, and the prohibition against engaging in Unfair, Deceptive, or Abusive Acts or Practices pursuant to the Dodd-Frank act, when engaging in “hallucinatory behavior.” Additionally, the U.S. federal government and certain U.S. states, have proposed, enacted or are considering laws governing the development and use of generative AI. We expect other jurisdictions will adopt similar laws. In addition to such new laws and regulations, certain existing privacy laws extend rights to consumers (such as, among others, the right to correct and/or delete certain personal data and to receive copies of any personal data we hold) and regulate automated decision making, which may be incompatible with our use of generative AI. These obligations may make it harder for us to conduct our business using generative AI, comply with relevant privacy laws and/or lead to regulatory fines or penalties, require us to change our business practices, retrain Claire and/or other generative AI tools, and/or prevent or limit our use of generative AI. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of generative AI where they allege the company has violated privacy and consumer protection laws. If we cannot use generative AI that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, and any actual or perceived failure to comply with these privacy obligations could result in a claim for damages, regulatory action, loss of business, and/or unfavorable publicity.

We collect, store, share, and process personal information and other customer information. There are numerous federal and state laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, sharing, disclosure and/or protection of personal information, which are continually evolving, subject to differing interpretations and/or best practices, and may be inconsistent between state and federal governments and across countries, regions and/or conflict with other laws and regulations. Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, may be applicable to our business, such as the Telephone Consumer Protection Act (as implemented by the Telemarketing Sales Rule), the CAN-SPAM Act, similar federal and state consumer protection laws and requirements imposed by private parties such as telecommunications carriers and credit card industry (including payment processors). We also assist with the processing of customer credit card transactions and consumer credit report requests, originate mortgage loans, perform real estate closings and provide other product offerings, which results in us receiving or facilitating transmission of personally identifiable information. Processing of this type of information is increasingly subject to legislation and regulation in the United States, including under the FCRA and the GLBA, along with relevant state laws and regulations. These laws and regulations are generally intended to protect the privacy and security of personal information, including credit card information that is collected, processed and/or transmitted.

Several states have passed, or are considering passing, comprehensive privacy laws with additional obligations and requirements on businesses. These laws and regulations are increasing in severity, complexity and number, change frequently, and might conflict among the various jurisdictions in which we operate, which has resulted in greater compliance risk and cost for us. For example, the California Consumer Protection Act, which was enacted on June 28, 2018 and became effective on January 1, 2020, gives California residents expanded privacy rights and protections, and provides for civil penalties for certain violations. Furthermore, the New York Department of Financial Services Cybersecurity Regulation, which went into effect on March 1, 2017, requires covered entities to establish and maintain a cybersecurity program designed to protect the confidentiality, integrity and availability of their information systems.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of personal information, and/or regarding the manner in which the express or implied consent of consumers for the use and disclosure of personal information is obtained, could require us to modify the reAlpha platform and its features, possibly in a material manner and subject us to increased compliance costs, which may limit our ability to innovate, improve and expand the reAlpha platform.

Our employees and personnel use generative AI technologies to perform their work, and the disclosure and use of personal information in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, copyright infringement claims, and consumer lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages.

We seek to comply with industry standards, applicable laws and regulations, and legal obligations concerning data security protection, and are subject to the terms of our own privacy policies and privacy-related obligations to third parties. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, making enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. Any failure or perceived failure by us to comply with our privacy policies, terms of use, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of personally identifiable information or other agent or client data, may result in governmental enforcement actions, litigation, fines, penalties and/or public statements against us by consumer advocacy groups or others. Any of these events could cause us to incur significant costs in investigating and defending such claims and, if found liable, pay significant fines or damages. Further, these proceedings and any subsequent adverse outcomes may cause our agents and our agents’ clients to lose trust in us, which could have a materially adverse effect on our reputation and business. To the extent we rely on any third parties to assist us in the processing of personal information, those third parties are subject to written agreements which hold them to the same standards as appear in our internal policies. Such data is only shared on a need-to-know basis.

Our financial results are highly dependent on broader macroeconomic and U.S. residential real estate market conditions, which are seasonal and cyclical in nature.

Our financial results are highly dependent on broader macroeconomic conditions and U.S. residential real estate market conditions, which are seasonal, cyclical and affected by changes in macroeconomic conditions beyond our control. Such macroeconomic conditions include, but are not limited to, increased interest rates, slow economic growth or recessionary conditions, supply chain disruptions, the pace of home price appreciation or the lack of it, housing affordability, changes in household debt levels, inflation and increased unemployment or consumer income levels, and credit availability and its impact on consumers’ ability and willingness to make loan payments. Such macroeconomic conditions also include competitive pressures and other market dynamics, including changes in consumer behavior, pricing strategies, customer acquisition costs, geographic expansion risks, marketing activity, or other operational factors, that may limit margin expansion even in periods of increased transaction activity. Some of these macroeconomic conditions, such as changes to interest rates and inflation, tend to be cyclical and may be influenced by actions taken by the Federal Reserve or other governmental authorities. Furthermore, national or global events including, but not limited to, geopolitical conflicts, natural disasters, natural events or man-made disruptions, may exacerbate such macroeconomic conditions and cyclical market conditions.

During periods of rising interest rates, declining affordability or deteriorating economic conditions, refinancing activity and home purchase transactions generally decline and suppress housing turnover, in turn may negatively impact demand for our real estate brokerage, mortgage origination, and closing services. In contrast, lower interest rate environments or improved affordability may increase transaction volume, though competitive pressures and market dynamics may limit corresponding gains in margin or profitability.

Given the cyclical and sometimes volatile nature of the loan origination activity and broader real estate market, we may experience significant fluctuations in our revenues from quarter to quarter or year to year. There can be no assurance that the current macroeconomic and real estate conditions will continue. New or increased tariffs could negatively affect U.S. national or regional economies, which could affect the demand for homes in the U.S., suppress housing activity, and lower demand for real estate transactions and related services. Such impacts could slow our mortgage origination business and reduce transaction volume across our brokerage and title operations. The current administration has announced its intent to adopt tariffs and potentially reform U.S. tax laws, both of which could negatively impact our business and financial results.

Our business is subject to various laws and regulations, including financial protections and securities laws.

We are subject to a variety of laws and regulations relating to financial protection, data privacy, and securities laws. These laws and regulations are constantly evolving and can be subject to significant change. Such laws and regulations are numerous, complex, and frequently changing. If we fail to satisfy any such laws and/or regulations, we may face inquiries or investigations or other adverse government actions, which may be costly to comply with, result in negative publicity, require management’s time and attention, and subject us to remedies that may harm our business, including fines, penalties, demands and/or orders that we modify or cease business practices. Additionally, as we depend on third parties for key services, we rely on such third-party service providers’ compliance with laws and regulations in which they operate regarding privacy, data protection, consumer protection, securities regulation, and/or other matters relating to our customers and business activities. Should there be deficiencies in our compliance (including by third-party service providers), this could adversely impact our reputation and could also expose us to material liability and, as a result, responsibility for damages, fines, and/or penalties.

In addition to copyright-based claims, open-source software components incorporated into our platform may be subject to third-party patent claims. Unlike open-source licenses, which address copyright ownership and usage rights, patent rights exist independently and may be asserted by patent holders, including non-practicing entities, regardless of the open-source nature of the underlying software. We may be required to obtain licenses to such patents, modify or remove affected components, or defend against patent infringement claims, any of which could result in significant costs, operational disruption or restrictions on our ability to offer our products and services. Furthermore, our increasing use of AI and machine learning technologies, including open-source AI models and frameworks, introduces additional licensing complexity, as the legal treatment of open-source AI model weights, training data and derivative works remains unsettled and is subject to ongoing litigation and regulatory development.

We maintain international offices in India with 13 full-time employees and Nepal with 32 full-time employees, each as of December 31, 2025. Employees at these locations provide back office support services including branding, marketing, design, finance and accounting, as well as research and development activities. Operations outside the United States are subject to legal, political and operational risks that may be greater than those present in the United States. For example, the political change in Nepal during 2025 temporarily resulted in disruptions to transportation, communications and normal business activities in certain areas, and similar events in the future could disrupt our operations or negatively impact our employees. If any such legal, political and operational risks are prolonged, our operations could be materially interrupted, which may have an adverse effect on its business and operating results.

We are, from time to time, involved in, and have been or may be subject to, claims, suits, government investigations, enforcement actions, and other proceedings that may result in outcomes adverse to us, including reputational harm.

We are subject to a variety of laws and regulations relating to data privacy and protection, intellectual property, securities laws, consumer protection, information security, mortgage brokering, mortgage origination, real estate, real estate brokerage, environmental, RESPA, fair housing or fair lending, tax matters, labor and employment matters, and commercial claims, as well as shareholder derivative actions or purported class action lawsuits. These laws and regulations are numerous, complex and constantly evolving. As a result, we have been and we may, in the future, be subject to claims, suits, government investigations, enforcement actions, and other proceedings if we fail to comply with such laws and regulations. Any such claims, suits, government investigations, enforcement actions, and other proceedings, which may be costly to us and/or divert the time and attention of management, may result in negative publicity and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease business practices. The number and scope of potential claims, suits, government investigations, enforcement actions, and other proceedings may increase as our business expands and our products and services evolve.

Additionally, as we depend on third-parties for key services, we rely on such third-party service providers’ compliance with laws and regulations regarding privacy, data protection, consumer protection, securities regulation, and other matters relating to our customers and business activities. Should there be deficiencies in our compliance (including by third-party service providers), this could adversely impact our reputation and could also expose us to material liability and responsibility for damages, fines, or penalties.

Our revenue model revolves around: (i) our homebuying services, which include realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees) directly to customers, mainly through the reAlpha platform, and (ii) our technology services, including software development services provided by our subsidiaries U.S. Naamche and reAlpha Nepal Pvt Limited to businesses and the AI-powered conversational platform provided to customers by our subsidiary, AiChat.

Homebuying Services

Our homebuying services segment consists of our (i) realty services offered by reAlpha Realty and Prevu; (ii) mortgage brokering services offered by reAlpha Mortgage and (iii) digital title and escrow services offered by Hyperfast. These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking property tours, submitting offer letters, mortgage pre-approval and closing transactions. It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest.

We seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage, mortgage brokering, title and escrow services) within a single platform; the integration of AI into our homebuying services offerings and our rebate, which is further described below. We have integrated AI into our homebuying services offerings through our development of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered tools for our loan officers. “Claire” is powered by large language models and provides real-time customer support by answering questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface. “Claire” is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.

In addition to “Claire,” we use AI-powered internal tools, such as our proprietary AI-powered “Loan Officer Assistant,” which is intended to reduce manual review time for our loan officers, and the AI-powered “Engagement Agent,” which integrates with our customer relationship management system to automate certain intake and scheduling and other pre-application workflows for our loan officers. The “Loan Officer Assistant” automates key loan origination tasks, such as document collection and borrower communication and is designed to help loan officers manage higher volumes with greater efficiency while the “Engagement Agent” is designed to accelerate prospective borrower’s connection to loan officers for personalized support, improve prospective borrower engagement and reduce repetitive administrative work related to the intake, follow-up and scheduling processes.

As part of our strategy to differentiate ourselves from competitors and provide a customer-centric homebuying experience, we offer a rebate to homebuyers using the reAlpha platform.

Pursuant to the terms of the current commission rebate, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our realty services and an additional rebate of up to 0.5% of the home purchase price when bundling the mortgage brokering services with our realty services, in each case subject to the limitations, terms and conditions described in the buyer agreement. The current commission rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement at closing.

Prior to the implementation of the current commission rebate in mid-January 2026, we offered the historic commission rebate, whereby eligible homebuyers could receive up to 75% of the buy-side brokerage commission paid in connection with the purchase of a home through the reAlpha platform as a rebate towards closing costs, subject to market-specific commissions and minimums. The buy-side brokerage commission was dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available to a homebuyer was determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage brokering, and digital title and escrow services. Under this model, homebuyers could receive a 25% rebate when using only realty services, 50% when using two services and 75% when using all three services. The update to the current commission rebate in mid-January 2026 was designed to make the rebate easier for customers to understand.

Currently, all three services (realty, mortgage brokering, and title services) are only available on the reAlpha platform for homebuyers in Florida and Virginia. However, two of the three services are offered to homebuyers in eight additional U.S. states, and at least one service is available in an additional 25 U.S. states and the District of Columbia. While our homebuying services are currently offered in 35 U.S. states and the District of Columbia, we plan to offer our homebuying services (and expand the capabilities of the reAlpha platform) nationwide, subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in each U.S. state and the District of Columbia, securing additional multiple listing service data, executing effective national marketing campaigns and building scalable technology infrastructure.

reAlpha Nepal’s Software Development Services reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties. For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing “Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.” reAlpha Nepal also provides monthly technology support services to third parties.

AiChat’s Conversational Platform

AiChat provides AI-powered conversational customer experience platforms in the APAC region. AiChat’s conversational platform enables businesses to automate and optimize customer service, marketing, and e-commerce processes through the integration of major messaging channels in the APAC region, including Facebook Messenger, WhatsApp, Instagram, LINE, and KakaoTalk. AiChat also offers customers the ability to integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them to sell products via messaging channels such as WhatsApp Pay directly to their customers. Through these capabilities, AiChat is able to offer customers a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its AI agents and chatbot capabilities, to completing the purchase through WhatsApp.

AiChat’s technology is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa. The conversational platform incorporates features such as contextual memory, real-time analytics, and personalized messaging to facilitate customer interactions. Key functionalities of the platform include automated responses, lead qualification, and customer engagement automation. Further, its recently released next-generation AI agents, which include Voice AI and Agentic AI, can provide human-like interactions and personalize responses based on the context of previous conversations, remembering customer preferences and past interactions to deliver more relevant recommendations. With self-learning and multi-turn contextual awareness, AiChat’s next-generation AI agents can scale human-like interactions while maintaining brand consistency, which we believe can improve customer loyalty and overall customer service satisfaction.

AiChat generates revenue through subscription packages of its conversational platforms and next-generation AI agents. These packages are tailored to businesses based on their size, needs and the volume of customer interactions. AiChat offers flexible pricing models, including monthly and annual subscriptions, as well as performance-based pricing for specific integrations and services, such as automated marketing campaigns and e-commerce automation.

On November 21, 2025, we entered into an Agreement and Plan of Merger (the “Prevu Merger Agreement”) with Prevu, reAlpha Merger Sub, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company and Prevu’s stockholder representative. The Prevu Merger Agreement provided that, among other things and on the terms and subject to the conditions set forth therein, Merger Sub merged with and into Prevu, with Prevu surviving the merger as a wholly-owned subsidiary of the Company. This merger became effective on November 21, 2025, upon the filing and acceptance of the Certificate of Merger by the Secretary of State of Delaware.

Proposed Merger with InstaMortgage Inc.

On December 19, 2025, we entered into the Merger Agreement with InstaMortgage, the Merger Sub and the stockholders of InstaMortgage (the “Stockholders”).

The Merger Agreement provides that, among other things and on the terms and subject to the satisfaction or waiver of the closing conditions and other conditions set forth therein, Merger Sub will merge with and into InstaMortgage at the effective time of the Proposed Merger (as defined above) (the “Effective Time”), with InstaMortgage surviving the Proposed Merger as a wholly-owned subsidiary of the Company.

Pursuant to the terms and conditions of the Merger Agreement, we agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments, consisting of: (i) $500,000 in cash to be paid on the closing date of the Proposed Merger, less any applicable withholding tax payable by the Stockholders in accordance with the terms of the Merger Agreement; (ii) $1,500,000 in shares of our common stock to be issued on the closing date of the Proposed Merger and valued based on the VWAP of our common stock as reported on Nasdaq for the ten (10) consecutive trading day period ending on and including the trading day that is one (1) trading day prior to the date of the Merger Agreement; and (iii) $6,500,000 payable in bi-annual payments over three (3) years following the closing date of the Proposed Merger, either in cash or shares of common stock (the “Additional Payment Purchaser Stock”), at our sole discretion, with such Additional Payment Purchaser Stock, if any, valued based on the VWAP of our common stock as reported on Nasdaq or such other trading market, as applicable, for the ten (10) consecutive trading days ending on the date immediately prior to the date on which such issuance is to be made.

Under the terms of the Merger Agreement, the completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others: (i) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (ii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) with respect to InstaMortgage or the Company on or after the date of the Merger Agreement and continuing as of immediately prior to the Effective Time; (iv) delivery by each party of the closing deliverables; and (v) receipt of the Regulatory Approvals (as defined in the Merger Agreement), in each case subject to certain limitations further described in the Merger Agreement.

At the Market Offering

On April 2, 2025, we entered into the HCW Sales Agreement under which we may offer and sell shares of our common stock from time to time through Wainwright, acting as exclusive sales agent. On December 23, 2025, we filed a prospectus supplement to our registration statement on Form S-3 (File No. 333-283284) to increase the amount of shares of common stock that we could offer and sell under the HCW Sales Agreement to an aggregate offering price of up to $20,000,000. As of the date of this report, we have sold an aggregate of 25,000 shares of our common stock for aggregate net proceeds of approximately $12,546 following the fiscal year ended December 31, 2025.

Impact of Macroeconomic Conditions, Cyclicality and Seasonality on our Business

U.S. inflation remained above the Federal Reserve’s stated 2% target, which rose 2.7% in December 2025 from 12 months earlier. In response to continued inflationary pressures, the Federal Reserve lowered the target federal funds rate by 25 basis points to a range of 3.5% to 3.75% at its December 2025 meeting, signaling a sustained cautious approach as inflation and housing activity moderate.

Mortgage rates remained elevated during 2025, with the average 30-year fixed mortgage rates remaining at nearly 6% by year-end. Elevated borrowing costs, combined with limited housing inventory, have continued to constrain affordability and weigh on home purchase activity and mortgage origination volume. These factors, along with macroeconomic uncertainty, have contributed to slower transaction volumes across much of the housing market.

The residential real estate market is cyclical, with performance influenced by macroeconomic trends, interest rates, credit availability, lending standards and major disruptions in economic or political environments. Local markets may follow different patterns than national trends, leading to regional variations in activity. In addition, transaction volumes follow seasonal patterns, typically peaking in the spring and summer and slowing in the fall and winter. These cyclical and seasonal dynamics, together with prevailing macroeconomic conditions, can create variability in our operating results from quarter to quarter.

Management continues to evaluate the potential effects of current housing market conditions, interest rate trends, and seasonal factors on our operations. The extent of any impact will depend on future developments, including changes in macroeconomic conditions, housing demand, and regulatory or policy actions, all of which are inherently uncertain and difficult to predict. We may adjust elements of our strategy, cost structure, or operational focus in response to these developments to mitigate potential adverse effects and position the business for long-term objectives.

We are currently ineligible to use a Registration Statement on Form S-3 to register the offer and sale of our securities until April 2027, which could adversely impact our ability to raise future capital on acceptable terms to us, or at all.

We are currently not eligible to utilize our “shelf” Registration Statement on Form S-3 to conduct offerings of our securities until April 2027. Until such time that we become eligible to utilize the Form S-3, if we determine to pursue an offering, we would be required to conduct the offering on an exempt basis or file a Registration Statement on Form S-1. Using a Registration Statement on Form S-1 for a public offering, for instance, would likely take significantly longer than using a Registration Statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our liquidity, ability to raise capital or complete acquisitions in a timely manner. The use of a Registration Statement on Form S-1 would also limit our flexibility as to the terms, timing or manner of any such offering, making it more difficult to execute any such transaction successfully and potentially harming our financial condition. Further, there can be no assurance that any financing using alternative methods will be available on acceptable terms, in the amounts needed, or at all.

Description of Our Segments

Reverse Stock Split

On May 20, 2025, we received a deficiency letter from Nasdaq notifying us that our common stock had failed to maintain the minimum $1.00 closing bid price required for continued listing under Nasdaq Listing Rule 5550(a)(2). On March 30, 2026, the Board approved a 1-for-25 reverse stock split of our issued and outstanding shares of common stock, which was previously approved by our stockholders at the 2025 annual meeting of stockholders. Subsequently, we filed an amendment to our certificate of incorporation with the Secretary of State of Delaware on April 28, 2026, pursuant to which the Reverse Stock Split became effective on April 30, 2026. On May 14, 2026, we received written confirmation from Nasdaq notifying us that we have regained compliance with Nasdaq Listing Rule 5550(a)(2).

In connection with the Reverse Stock Split, we also filed an amendment to the Certificate of Designation with the Secretary of State of Delaware on, which became effective immediately upon filing, which amended the formula set forth in the Certificate of Designation for the adjustment of the conversion price of the Series A Preferred Stock upon any stock dividend, subdivision or combination of the Company’s outstanding shares of common stock, including in connection with the Reverse Stock Split.

Further, although our revenue is primarily generated as a percentage of total transaction volume, it does not directly correspond to revenue recognized in the period. As such, total transaction volume is not a measure of revenue and is not directly comparable to revenue recognized during the six months ended June 30, 2026. Total transaction volume reflects the full value of the underlying transactions generated during the applicable trailing twelve-month period, whereas revenue reflects only the commissions, fees and other amounts recognized during the applicable six-month financial reporting period. The relationship between total transaction volume and revenue may also vary depending on the mix of services provided, the timing of revenue recognition, customer adoption of multiple services and applicable fee arrangements. Accordingly, changes in total transaction volume may not correspond directly or proportionately with changes in revenue and it should not be viewed as a measure or predictor of revenue for any particular financial reporting period.

For the six months ended June 30, 2026, revenue was $1,951,406, compared to $2,178,016 for the six months ended June 30, 2025, representing a decrease of approximately 10%.

Net loss

Net loss represents loss from continuing operations before tax. Management uses this measure to evaluate our underlying business performance and to plan and forecast its operations.

In the six months ended June 30, 2026, our net loss, narrowed by approximately 4% to $(7,387,812), compared to $(7,667,902) for the six months ended June 30, 2025. This change was primarily a result of lower marketing and advertising expenses, driven by reduced non-cash marketing expense recognized in connection with the MMC media-for-equity transaction, as well as lower professional and legal fees following the absence of prior-year costs associated with financing and capital-raising activities. This decrease was partially offset by higher wages, benefits and payroll taxes resulting from increased headcount following our recent acquisition, as well as restructuring costs incurred in connection with a reduction in force implemented during the current period. For additional discussion regarding the drivers of the period-over-period change, see “Results of Operations” below.

In the six months ended June 30, 2026, our Adjusted EBITDA was $(6,066,798), compared to $(5,625,233) in the six months ended June 30, 2025, a decrease of approximately 8%. This decrease reflects a change in the mix of adjustments. The prior-year period benefited from larger non-cash and financing-related add-backs for non-recurring items, including a $250,000 GEM commitment fee, $230,774 of equity offering costs, $242,502 of loan discount amortization, and higher interest expense of $253,950, that did not recur, or were significantly lower, in 2026. This decline in add-backs more than offset an increase in non-cash share-based compensation adjustments, which rose to $712,342 from $271,644, as well as $68,244 of expense related to restructuring incurred in the current period.

Revenue. Revenue was $1,110,343 for the three months ended June 30, 2026, compared to $1,252,381 for the three months ended June 30, 2025, representing a decrease of approximately 11%. Revenue for the three months ended June 30, 2026, consisted of $821,169 from our homebuying services segment, and $289,174 from our technology services segment, compared to $1,030,472 and $221,909, respectively, for the three months ended June 30, 2025.

The decrease in revenue from our homebuying services segment was primarily attributable to the absence of revenue from GTG Financial in the current period following the rescission of the GTG Financial acquisition in August 2025. GTG Financial contributed $568,206 of revenue during the three months ended June 30, 2025. This decrease was partially offset by an increase in revenue generated from real estate brokerage transactions through Prevu’s operations, which contributed $369,572 during the three months ended June 30, 2026, compared to no such revenue during the three months ended June 30, 2025. Although we recently modified our commission rebate structure, we have not experienced a material change in revenue generated by our homebuying services segment under the new structure. We continue to evaluate the impact of this change on revenue, total transaction volume, and customer adoption.

Revenue from our technology services segment increased primarily due to higher subscription revenue from AiChat’s platform, which generated $244,175 during the three months ended June 30, 2026, compared to $158,660 during the three months ended June 30, 2025.

Operating expenses. Operating expenses were $3,628,021 for the three months ended June 30, 2026, compared to $4,710,595 for the three months ended June 30, 2025, a decrease of approximately 23%. The decrease in operating expenses was primarily driven by a decrease in marketing and advertising expenses, as well as a reduction in professional and legal fees. The decrease in marketing and advertising expenses was primarily attributable to the absence of non-cash marketing expense recognized under the MMC media-for-equity transaction (see “Note 10 - Mezzanine Equity and Preferred Stock Embedded Derivative Liability” for more information), with marketing and advertising expenses decreasing to $178,076 for the three months ended June 30, 2026, from $1,483,672 for the three months ended June 30, 2025 . As the Company fully utilized all marketing credits under the MMC program in prior periods, there were no non-cash marketing expenses recognized during the three months ended June 30, 2026. Professional and legal fees decreased primarily due to lower legal, accounting, and other professional service costs incurred during the three months ended June 30, 2026, declining to $650,294 from $1,003,732 for the three months ended June 30, 2025. The prior-year period included higher legal and professional fees associated with financing and capital-raising activities that did not occur during the current period. During the three months ended June 30, 2026, the Company also implemented a restructuring plan, including a reduction in force, to improve operating efficiency and better align its cost structure with its strategic objectives. While the related restructuring costs were not material to the current-period operating expense variance, management expects these initiatives to support a more efficient operating cost structure over time.

Other expenses. Other expense was $154,191 for the three months ended June 30, 2026, compared to $728,604 for the three months ended June 30, 2025. The decrease in other expense was primarily attributable to lower interest expense, which decreased to $16,790 for the three months ended June 30, 2026, from $242,639 for the three months ended June 30, 2025, following the repayment of debt outstanding during the prior comparable period, as well as lower financing-related costs, including the absence of amortization of commitment fees incurred in the prior-year period. These decreases were partially offset by a smaller gain recognized from the change in fair value of contingent consideration (see “Note 12 – Commitments and Contingencies—Contingent Consideration” for more information), which was $21,677 for the three months ended June 30, 2026, compared to $174,000 for the three months ended June 30, 2025.

Six Months Ended June 30, 2026, Compared with Six Months Ended June 30, 2025

Revenue. Revenue was $1,951,406 for the six months ended June 30, 2026, compared to $2,178,016 for the six months ended June 30, 2025, representing a decrease of approximately 10%. Revenue for the six months ended June 30, 2026, consisted of $1,398,643 from our homebuying services segment and $552,763 from our technology services segment, compared to $1,782,542 and $395,474, respectively, for the six months ended June 30, 2025.

The decrease in revenue from our homebuying services segment was primarily attributable to the absence of the $954,800 of revenue generated by GTG Financial during the six months ended June 30, 2025, following the rescission of the GTG Financial acquisition in August 2025. This decrease was partially offset by an increase in revenue generated from real estate brokerage transactions through Prevu’s operations, which contributed $543,264 during the six months ended June 30, 2026, compared to no such revenue during the six months ended June 30, 2025. Although we recently modified our commission rebate structure, we have not experienced a material change in revenue generated by our homebuying services segment under the new structure. We continue to evaluate the impact of this change on revenue, total transaction volume, and customer adoption.

Although total transaction volume increased, revenue decreased during the six months ended June 30, 2026, primarily due to the absence of revenue from GTG Financial, partially offset by revenue generated through Prevu’s operations. In addition, total transaction volume is measured on a trailing twelve-month basis and reflects the full value of the underlying transactions, whereas revenue reflects the commissions, fees and other amounts recognized during the applicable six-month period. Accordingly, changes in total transaction volume may not correspond directly or proportionately with changes in revenue.

Revenue from our technology services segment increased primarily due to higher subscription revenue from AiChat’s platform, which generated $462,763 during the six months ended June 30, 2026, compared to $268,212 during the six months ended June 30, 2025.

Cost of revenue. Cost of revenue was $666,193 for the six months ended June 30, 2026, compared to $1,037,884 for the six months ended June 30, 2025, a decrease of approximately 36%. The decrease was primarily attributable to the absence of direct costs associated with the operations of GTG Financial, which had historically incurred higher cost of revenue than our other homebuying services operating subsidiaries. Cost of revenue for the current period reflects direct expenses associated with delivering our mortgage brokerage, real estate brokerage, and technology services, including compensation-related costs for personnel supporting loan origination and customer interactions.

Operating expenses. Operating expenses were $8,461,389 for the six months ended June 30, 2026, compared to $7,651,521 for the six months ended June 30, 2025, an increase of approximately 11%. The increase in operating expenses was primarily driven by higher wages due to our increased headcount following our recent acquisition, which was partially offset by a decrease in marketing and advertising expenses and a reduction in professional and legal fees. Wages, benefits and payroll taxes increased to $4,157,988 for the six months ended June 30, 2026, from $2,636,525 for the six months ended June 30, 2025. Marketing and advertising expenses decreased to $1,440,059 for the six months ended June 30, 2026, from $2,002,611 for the six months ended June 30, 2025. The decrease in marketing and advertising expenses was primarily attributable to lower non-cash marketing expense recognized under the MMC media-for-equity transaction (see “Note 10 - Mezzanine Equity and Preferred Stock Embedded Derivative Liability” for more information), as the Company fully utilized a significant portion of its marketing credits in prior periods. Of the current period amount, approximately $593,429 was non-cash expense recognized in connection with the utilization of pre-paid marketing credits, while our cash marketing and advertising expenses were approximately $846,630 for the six months ended June 30, 2026. Professional and legal fees decreased to $1,380,923 for the six months ended June 30, 2026, from $1,745,891 for the six months ended June 30, 2025. The prior-year period included higher legal and professional fees associated with financing and capital-raising activities that did not occur during the current period. During the six months ended June 30, 2026, the Company also implemented a restructuring plan, including a reduction in force, to improve operating efficiency and better align its cost structure with its strategic objectives. While the related restructuring costs were not material to the current-period operating expense variance, management expects these initiatives to support a more efficient operating cost structure over time.

Other expenses. Other expense was $211,636 for the six months ended June 30, 2026, compared to $1,156,513 for the six months ended June 30, 2025. The decrease in other expense was primarily attributable to lower interest expense, which decreased to $41,465 for the six months ended June 30, 2026, from $447,702 for the six months ended June 30, 2025, following the repayment of debt outstanding during the prior-year period, as well as lower other financing-related costs, including the absence of amortization of commitment fees incurred in the prior-year period. These decreases were partially offset by a smaller gain recognized from the change in the fair value of contingent consideration, which was $40,027 for the six months ended June 30, 2026, compared to $81,000 for the six months ended June 30, 2025 (see “Note 12 – Commitments and Contingencies – Contingent Consideration” for more information).

We had cash and cash equivalents of $2.2 million as of June 30, 2026, and $7.8 million as of December 31, 2025. Based on our estimates, we believe we do not have sufficient working capital to meet our financial needs for the 12-month period following the date that the unaudited condensed consolidated financial statements included in this report are issued. Further, based on our current operating plans, we estimate that our cash and cash equivalents as of June 30, 2026, will be sufficient to fund our operating expenses and capital expenditure requirements for a period of three months as of the filing date of this report. These conditions, including recurring operating losses, negative operating cash flows, limited cash resources relative to projected cash requirements, and dependence on external financing, raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements included in this report are issued (see “Note 3 - Going Concern” for more information).