reAlpha Tech Corp美股招股说明书(2025-07-18版)

We are offering 13,333,334 shares of common stock, together with series A-1 common stock purchase warrants to purchaseup to 13,333,334 shares of common stock (the “series A-1 warrants”), and series A-2 common stock purchase warrants to purchase upto 13,333,334 shares of common stock (the “series A-2 warrants” and, together with the series A-1 warrants, the “common stock offering. The public offering price for each share of common stock and accompanying common stock purchase warrants is $0.15. Thecommon stock purchase warrants will have an exercise price per share of $0.15, and will be exercisable beginning on the effective dateof stockholder approval of the issuance of the shares upon exercise of the common stock purchase warrants (“Warrant StockholderApproval”). The series A-1 warrants will expire on the five (5) year anniversary of the Warrant Stockholder Approval and the series A-2 warrants will expire on the twenty-four (24) month anniversary of the Warrant Stockholder Approval. This prospectus also relates tothe offering of the shares of common stock issuable upon exercise of the common stock purchase warrants and Placement AgentWarrants (as defined herein).There is no established public trading market for the common stock purchase warrants, and we do not expect a market todevelop. We do not intend to apply for listing of the common stock purchase warrants on any securities exchange or other nationally connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securitiesoffered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the PlacementAgent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay tothe Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a positionwhere they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in thisoffering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertaintyabout whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with business plans for the future and the extent to which they have been implemented, an assessment of our management, generalconditions of the securities markets at the time of the offering and such other factors deemed relevant.We are an “emerging growth company,” as defined under U.S. federal securities laws and, as such, are eligible and Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on page 7 ofthis prospectus for a discussion of risks that should be considered in connection with an investment in our securities.Per Shareand WarrantsTotalPublic offering price$0.15$2,000,000 (1)We have agreed to pay the Placement Agent a total cash fee equal to 7.0% of the gross proceeds raised in this offering. We have The delivery of the securities offered hereby is expected to be made on or about July 18, 2025, subject to satisfaction ofcertain customary closing conditions.This offering is not being made in the Commonwealth of Massachusetts. As a result, natural persons or legal entitiesthat are residents of Massachusetts will not be able to purchase any of our securities in this offering. For additionalinformation, see “Plan of Distribution––Selling Restrictions” herein. H.C. Wainwright & Co.The date of this prospectus is July 16, 2025 ABOUT THIS PROSPECTUS THE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS DILUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF SECURITIES WE ARE OFFERING INCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION We have not, and the Placement Agent has not, authorized anyone to provide any information or to make any representationsother than those contained in, or incorporated by reference into, this prospectus, any amendment or supplement to this prospectus, orin any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though thisprospectus or any applicable prospectus supplement or free writing prospectus is delivered, or securities are sold, on a later date. Ourbusiness, financial condition, results of operations and prospects may have changed since that date. United States. Persons