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    reAlpha Tech Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    11/12/25 7:45:34 AM ET
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    false 0001859199 0001859199 2025-11-12 2025-11-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): November 12, 2025

     

    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 2.02 Results of Operations and Financial Condition.

     

    On November 12, 2025, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business highlights for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).

     

    The Company is making reference to non-U.S. GAAP financial information in the press release. A reconciliation of U.S. GAAP to non-U.S. GAAP results is provided in the attached Exhibit 99.1 press release. 

     

    The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 7.01 Regulation FD Disclosure.

     

    The information set forth in Item 2.02, including Exhibit 99.1, to this Form 8-K is incorporated herein by reference into this Item 7.01.

      

    The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 9.01 Financial Statements and Exhibits

     

    (d) Exhibits

     

    Exhibit
    Number
      Description
    99.1*   Press Release, dated November 12, 2025.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    *Furnished herewith.

     

    1

     

     

    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: November 12, 2025 reAlpha Tech Corp.
         
      By: /s/ Michael J. Logozzo
        Michael J. Logozzo
        Chief Executive Officer

     

     

    2

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