reAlpha Tech Corp 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto reAlpha Tech Corp.(Exact name of registrant as specified in its charter) 6515 Longshore Loop,Suite 100Dublin,Ohio43017(Address of principal executive offices)(Zip Code) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports);and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the issuer is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting held by non-affiliates of the registrant as of June28, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, was $9,894,730based upon the closing price reported for such date on theNasdaq Capital Market. As of March 24, 2025, the registrant had46,230,930shares of common stock, par value $0.001, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. REALPHA TECH CORP. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS PAGE SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINEDIN THIS REPORTii ITEM 1:BUSINESS1ITEM 1A:RISK FACTORS11ITEM 1B:UNRESOLVED STAFF COMMENTS45ITEM 1C:CYBERSECURITY45ITEM 2:PROPERTIES46ITEM 3:LEGAL PROCEEDINGS46ITEM 4:MINE SAFETY DISCLOSURES47 ITEM 5:MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES48ITEM 6:[RESERVED]48ITEM 7:MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS48ITEM 7A:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK65ITEM 8:FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA65ITEM 9:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE65ITEM 9A:CONTROLS AND PROCEDURES66ITEM 9B:OTHER INFORMATION66ITEM 9C:DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS66 ITEM 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE67ITEM 11:EXECUTIVE COMPENSATION73ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS78ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE79ITEM 14:PRINCIPAL ACCOUNTANT FEES AND SERVICES81 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED INTHIS REPORT This Annual Report on Form10-K, or this “report,” contains forward-looking statements within the meaning of the federalsecurities laws. Forward-looking statements give our curre