reAlpha科技美股招股说明书(2025-09-15版)

PROSPECTUS 15,000,004 Shares of common stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus undeStockholders,” of up to 15,000,004 shares of our common stock, $0.001 par value per share, issuable upon exercise of outstanding wa“Warrants”). The Warrants were issued in connection with a registered direct offering of our common stock and consist of (i) 1Warrants issued to certain institutional investors who participated in such offering and (ii) 714,286 Warrants issued as consideratplacement agent in such offering. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of ourstock by the selling stockholders under this prospectus. The selling stockholders will bear all brokerage commissions and similarattributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connection with the registratioshares. The selling stockholders may sell the shares of our common stock offered by this prospectus from time to time on terdetermined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus. Sumay be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated p“Plan of Distribution” beginning on page 19. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “AIRE”. The last reported sale prcommon stock on Nasdaq on September 11, 2025 was $1.23 per share. We are an “emerging growth company,” as defined under U.S. federal securities laws and, as such, are eligible and havto comply with certain reduced public company reporting requirements for this prospectus and for future filings. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on pageprospectus for a discussion of risks that should be considered in connection with an investment in our securities. This offering is not being made in the Commonwealth of Massachusetts. As a result, natural persons or legal entitiesresidents of Massachusetts will not be able to purchase any of our securities in this offering. For additional information, seeDistribution––Selling Restrictions” herein. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapprovedsecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September 12, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus undeStockholders” beginning on page 14, of up to 15,000,004 shares of our common stock issuable upon exercise of the Warrants. We are nany securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock by tstockholders under this prospectus. This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commi“SEC”). This prospectus omits some of the information contained in the registration statement, and we refer you to the full restatement for further information about us and the securities being offered by the selling stockholders under this prospectus. Before minvestment decision, you should read, in addition to this prospectus and the registration statement, any documents that we incorreference in this prospectus, as referred to under “Incorporation of Certain Information by Reference” beginning on page 23information under “Where You Can Find More Information” beginning on page 24. Any statement contained in the prospectus concprovisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily compleeach instance reference is made to the copy of the document filed. You should review the complete document to evaluate these sFurther, you should not assume that the information in this prospectus or any documents incorporated by reference herein is accuratedate other than the date of each document. Our business, financial condition, results of operations or prospects may have changed sdates. Neither we nor the selling stockholders have authorized any other person to provide you with any information or torepresentations, other than those contained in this prospectus or incorporated by reference in this prospectus. If anyone providesadditional, different or inconsistent information, you should not rely on it. This prospectus is