UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 17, 2026
reAlpha Tech Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41839 | 86-3425507 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6515 Longshore Loop, Suite 100, Dublin, OH 43017
(Address of principal executive offices and zip code)
(707) 732-5742
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | AIRE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 19, 2025, reAlpha Tech Corp. (the “Company”) entered into that certain Agreement and Plan of Merger (the “Original Merger Agreement”), by and among the Company, reAlpha Merger Sub I, Inc. (“Merger Sub”), a Delaware corporation and a newly formed wholly-owned subsidiary of the Company, InstaMortgage Inc. (“InstaMortgage”), a California corporation, Shashank Shekhar and Ankur Dhingra.
Subsequently, on August 17, 2026, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), pursuant to which the Original Merger Agreement was amended and restated in its entirety. In accordance with the terms of the A&R Merger Agreement, the Original Merger Agreement was amended and restated to conform the mechanics of the merger contemplated by the Original Merger Agreement to applicable California state law. Except as otherwise expressly provided for in the A&R Merger Agreement, the material terms of the Original Merger Agreement remained unchanged.
The Original Merger Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2025, and such description contained therein is incorporated herein by reference. The foregoing description of the A&R Merger Agreement is only a summary and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the A&R Merger Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On August 21, 2026, the Company issued a press release announcing that, in accordance with the terms of the A&R Merger Agreement, the transactions contemplated thereunder closed, and as a result, Merger Sub merged with and into InstaMortgage, effective as of August 19, 2026 (the “Merger”), with InstaMortgage surviving the Merger as a wholly-owned subsidiary of the Company.
A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The information required to be reported on a Current Report on Form 8-K with respect to the closing of the Merger will be filed in a separate Current Report on Form 8-K within four business days of such closing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
| 2.1+ | Agreement and Plan of Merger, dated as of December 19, 2025, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc. and the Stockholders (incorporated by reference to Exhibit 2.1 of Form 8-K filed with the Securities and Exchange Commission on December 22, 2025). | |
| 2.2*+ | Amended and Restated Agreement and Plan of Merger, dated as of August 17, 2026, among reAlpha Tech Corp., InstaMortgage Inc., reAlpha Merger Sub I, Inc. and the Stockholders. | |
| 99.1* | Press Release, dated August 21, 2026. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| + | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 21, 2026 | reAlpha Tech Corp. | |
| By: | /s/ Michael J. Logozzo | |
| Michael J. Logozzo | ||
| Chief Executive Officer | ||
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