reAlpha科技美国招股说明书（2025年5月20日版）

8,437,502 Shares of Common StockIssuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale of up to 8,437,502 shares of common stock, $0.001 par value per share, of reAlpha TechCorp. (the “Company,” “we,” “our” or “us”) by the selling stockholders listed in this prospectus or their permitted transferees, whichwe refer to in this prospectus as the “selling stockholders.” The shares of common stock registered for resale pursuant to this 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 and The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of commonstock 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 CertainInformation by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. Investing in any of our securities involves a high degree of risk. Please read carefully the section entitled “RiskFactors” in this prospectus and the “Risk Factors” section contained in any applicable prospectus supplement and in the 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 offense.The date of this prospectus is May 16, 2025. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “SecuritiesAct”), that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelfregistration 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,update or change information contained in this prospectus or in any documents incorporated by reference into this prospectus. If theinformation varies between this prospectus and any accompanying prospectus supplement, you should rely on the information in the You should rely only on the information that we have included or incorporated by reference into this prospectus, anyaccompanying 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 beprovided to you. You must not rely upon any information or representation not contained or incorporated by reference in thisprospectus, any accompanying prospectus supplement or any applicable free writing prospectus. This prospectus, any accompanying For investors outside the United States, neither we nor the selling stockholders have done anything that would permit thisoffering, or possession or distribution of this prospectus, any prospectus supplement or free writing prospectus, in any jurisdictionwhere action for that purpose is required other than in the United States. Persons outside the United States who come into possession Unless the context otherwise requires, references to “we,” “our,” “us” or the “Company” in this prospectus mean reAlphaTech Corp. and its subsidiaries, as applicable. 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