reAlpha科技美股招股说明书(2025-05-20版)

prospectus consist of 8,437,502 shares of common stock (the “Warrant Shares”) issuable upon the exercise of certain outstanding The Warrants were issued to the selling stockholders in a private placement offering (the “Private Placement”), which closedon April 8, 2025, and have an exercise price of $0.75 per share. The Warrants will become exercisable on the date on whichstockholder approval (the “Stockholder Approval”) of the issuance of the Warrant Shares upon exercise of the Warrants is obtained anddeemed effective until November 24, 2028. See “Private Placement” for more information on the Private Placement and Stockholder stock or interests in their shares of common stock on any stock exchange, market or trading facility on which the shares of commonstock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, atprices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan ofDistribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AIRE.” The last sales price of ourshares of common stock, as reported on Nasdaq on May 16, 2025, was $0.5771 per share.You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal The date of this prospectus is May 16, 2025. registration process, the selling stockholders named in this prospectus may offer and sell the shares of common stock described in thisprospectus in one or more offerings. Any accompanying prospectus supplement or any related free writing prospectus may also add, information varies between this prospectus and any accompanying prospectus supplement, you should rely on the information in theaccompanying prospectus supplement. You should read this prospectus, any accompanying prospectus supplement and any related freewriting prospectus, together with the information incorporated herein or therein by reference, as described under the heading “Where You Can Find More Information,” before investing in the shares of common stock offered hereby.You should rely only on the information that we have included or incorporated by reference into this prospectus, any accompanying prospectus supplement and any applicable free writing prospectus. We have not, and the selling stockholders have not,authorized anyone to give any information or to make any representation other than those contained or incorporated by reference inthis prospectus, any accompanying prospectus supplement or any applicable free writing prospectus that we may authorize to be All references to “this prospectus” refer to this prospectus and any applicable prospectus supplement, including thedocuments incorporated by reference herein and therein, unless the context otherwise requires. Trademarks, service marks or trade names of any other companies appearing in this prospectus are the property of theirrespective owners. Use or display by us of trademarks, service marks or trade names owned by others is not intended to and does notimply a relationship between us, and/or endorsement or sponsorship by, the owners of the trademarks, service marks or trade names. industries. Our technology development efforts are currently focused on the development and enhancement of the reAlpha Technology ServicesWe seek to differentiate ourselves from competitors primarily through the integration of AI into our technologies for thereal estate industry. We expect that our technology services segment will benefit from the current exponential growth of the AIindustry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI forthe development of our technologies.Our revenue model revolves around our realty services (e.g., assisting a homebuyer with finding, touring, and closing onhomes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, brokerage commissions paid, which typically range from 2.5% to 3% of a home’s sale price depending on the geographical market,in connection with the purchase of a home through the reAlpha platform as a rebate or refund (hereinafter referred to as the“commission refund”). This commission refund is paid to the homebuyer by applying such commission refund towards closingcosts or by adding the refund to a homebuyer’s down payment, as applicable and subject to market-by-market minimums. Thepercentage of the commission refund available to a homebuyer is determ