Realpha Tech Corp

Proposal 3 asks stockholders to amend the certificate of incorporation to authorize, but not require, a reverse split of the outstanding common stock. The board could select any ratio from 1-for-2 through 1-for-50 during the twelve months following approval. The board could also elect not to implement the split at all, and no further stockholder vote would be required for either implementation or abandonment. Management characterizes the request as precautionary and states that it presently has no intention to effect a reverse split. The principal stated rationale is preserving Nasdaq listing eligibility, particularly the minimum bid price requirement, after the Company’s prior reverse split eliminated an ordinary compliance period for a new deficiency. The board also cites potential improvements in marketability, liquidity, institutional investor access, and financing flexibility. The proposal would leave authorized shares, par value, and relative voting power generally unchanged, while proportionately adjusting outstanding awards, warrants, and plan reserves. The Company warns that a split could reduce liquidity, increase odd-lot transaction costs, fail to sustain the stock price, increase the relative pool of authorized but unissued shares, and potentially create a public-float deficiency at higher ratios. The board unanimously recommends approval because it believes retaining the discretionary authority could mitigate delisting and capital-raising risks despite those uncertainties.

Proposal 4 seeks stockholder approval for issuance of common stock beyond Nasdaq’s 19.99% threshold in connection with the completed Prevu acquisition. The Prevu merger closed on November 21, 2025, so approval is not needed to consummate the transaction itself. The merger consideration included cash, an initial stock payment, and up to $2.5 million of additional payments payable in cash or shares at the Company’s discretion. The Company has already issued 615,569 shares in connection with the merger and may owe two further additional payments. Without approval, any amount exceeding the Nasdaq cap would have to be paid in cash rather than stock. Management argues that the cash alternative would increase cash burn and could impair the Company’s ability to meet ongoing business needs. Approval could therefore preserve liquidity and allow the Company to use shares based on the applicable VWAP formula. The principal countervailing consequence is dilution of existing stockholders’ ownership and voting interests. The Company notes that Prevu stockholders who received merger shares are excluded from voting on this proposal. The board unanimously recommends voting FOR the proposal under Nasdaq Listing Rules 5635(a) and 5635(d).

Proposal 5 seeks authorization under Nasdaq Listing Rules 5635(a) and 5635(d) to issue common stock above the 19.99% cap in connection with the InstaMortgage acquisition. The acquisition closed on August 19, 2026, and therefore the vote is not required to complete the merger. Consideration consisted of cash, an initial stock issuance, and $6.5 million of biannual payments payable in cash or stock, subject to a minimum aggregate cash component. The Company has issued 119,903 shares at closing and has not yet made additional payments. Without approval, shares exceeding the Nasdaq cap would have to be replaced with cash payments. Management contends that this would increase cash burn and could hinder execution of its business plans and operating needs. If approved, the Company could issue additional shares valued using the specified ten-trading-day VWAP formula. Such issuances would dilute existing ownership and voting power, although each InstaMortgage stockholder remains subject to a 4.99% beneficial ownership blocker. InstaMortgage stockholders receiving merger shares are excluded from voting on the proposal. The board unanimously recommends voting FOR the proposal because it preserves payment flexibility and liquidity.

Proposal 6 would authorize the Company to adjourn the annual meeting if additional time is needed. The stated triggers are insufficient votes for the reverse stock split or either Nasdaq issuance proposal, as well as the absence of a quorum. An adjournment would allow management to solicit additional proxies before the meeting is reconvened. The filing expressly notes that this could include seeking to persuade holders who previously voted against the substantive proposals to change their votes. Consequently, the proposal is a procedural mechanism that could delay final voting on contested or vote-sensitive matters. The Company’s bylaws separately permit the meeting chair to adjourn meetings, whether or not a quorum exists, but the board is nevertheless seeking stockholder approval. Management argues that the additional authority is in the best interests of the Company and stockholders because it could facilitate completion of the agenda. No shareholder proponent or opposition statement is disclosed. The board unanimously recommends voting FOR the Adjournment Proposal.