Form 8-K/A

8-K/A — reAlpha Tech Corp.

Accession: 0001213900-26-110453

Filed: 2026-10-19

Period: 2026-08-19

CIK: 0001859199

SIC: 6500 (REAL ESTATE)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0308906-8ka2_realpha.htm (Primary)

EX-23.1 — CONSENT OF FM FINANCIAL SERVICES LLC (ea030890601ex23-1.htm)

EX-99.1 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF INSTAMORTGAGE INC. FOR THE YEAR ENDED DECEMBER 31, 2025, THE PERIOD OF AUGUST 1, 2024 TO DECEMBER 31, 2025, AND THE YEAR ENDED JULY 31, 2024 (ea030890601ex99-1.htm)

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8-K/A — AMENDMENT NO. 2 TO FORM 8-K

8-K/A (Primary)

Filename: ea0308906-8ka2_realpha.htm · Sequence: 1

true

0001859199

2026-08-19

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the

Securities Exchange

Act of 1934

Date of Report (Date

of earliest event reported): October 19, 2026 (August 19, 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. ☐

Explanatory Note

On August 25, 2026, reAlpha

Tech Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that on August

19, 2026, the Company completed its previously announced acquisition of InstaMortgage Inc., a California corporation (“InstaMortgage”),

pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 17, 2026.

Subsequently, on September

23, 2026, the Company filed an amendment to the Original Form 8-K (“Amendment No. 1”) to include (i) the financial statements

of InstaMortgage required by Item 9.01(a) of Form 8-K, and (ii) the unaudited pro forma condensed combined financial information required

by Item 9.01(b) of Form 8-K, each of which was excluded from the Original Form 8-K in reliance on the instructions to such items, and

to file a consent from FM Financial Services LLC (“FM Financial”).

This Amendment No. 2 on Form

8-K/A (“Amendment No. 2”) to the Original Form 8-K is being filed solely to (i) replace Exhibit 99.1 to Amendment No. 1 in

its entirety to remove an inadvertent reference to the standards applicable to financial audits contained in Government Auditing Standards,

issued by the Comptroller General of the United States, from the “Basis for Opinion” paragraph of FM Financial’s audit

report included therein, and (ii) file an updated consent of FM Financial to the incorporation by reference of such audit report into

certain of the Company’s registration statements. The correction does not affect FM Financial’s opinion or the financial statements

and notes thereto included in Exhibit 99.1, and the date of FM Financial’s audit report has not changed. Except as described above,

this Amendment No. 2 does not amend, modify or update any other disclosure contained in the Original Form 8-K or Amendment No. 1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds

acquired.

The audited consolidated financial

statements of InstaMortgage for the year ended December 31, 2025, the period of August 1, 2024 to December 31, 2025, and the year ended

July 31, 2024, are filed as Exhibit 99.1 to this Amendment No. 2 and are incorporated by reference herein.

(d) Exhibits.

Exhibit

Number

Description

23.1

Consent of FM Financial Services LLC.

99.1

Audited consolidated financial statements of InstaMortgage Inc. for the year ended December 31, 2025, the period of August 1, 2024 to December 31, 2025, and the year ended July 31, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 19, 2026

reAlpha Tech Corp.

By:

/s/ Michael J. Logozzo

Michael J. Logozzo

Chief Executive Officer

EX-23.1 — CONSENT OF FM FINANCIAL SERVICES LLC

EX-23.1

Filename: ea030890601ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the inclusion in this Current Report on Form 8-K/A

(Amendment No. 2) of reAlpha Tech Corp. of the following reports of this firm relating to the financial statements of InstaMortgage Inc.,

to the extent such reports are included in Exhibit 99.1 to this Form 8-K/A (Amendment No. 2).

● our report dated October 22, 2024, on the financial statements

as of July 31, 2024 and for the year then ended;

● our report dated March 2, 2026 (as reissued), on the financial

statements as of December 31, 2025 and for the year then ended; and

● our report dated March 2, 2026, on the financial statements

as of December 31, 2025 and for the period from August 1, 2024 to December 31, 2025.

This consent extends to the reports identified above and to no other

report or period.

We also consent to the incorporation by reference of said reports relating

to the financial statements of InstaMortgage Inc. in the Registration Statements on Form S-8 (No. 333-291057 and No. 333-278102), Form

S-1 (No. 333-289704 and No. 333-288571), and Form S-3 (No. 333-287009, No. 333-284234, and No. 333-283284), of reAlpha Tech Corp.

We also consent to the reference to our firm under the heading “Experts”

in such filings, if applicable.

/s/ FM Financial Services LLC

Sugar Land, Texas

October 16, 2026

EX-99.1 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF INSTAMORTGAGE INC. FOR THE YEAR ENDED DECEMBER 31, 2025, THE PERIOD OF AUGUST 1, 2024 TO DECEMBER 31, 2025, AND THE YEAR ENDED JULY 31, 2024

EX-99.1

Filename: ea030890601ex99-1.htm · Sequence: 3

Exhibit 99.1

Independent Auditor’s Report

To the Board of Directors and Stockholder

InstaMortgage, Inc.

San Jose, California

Opinion

We have audited the accompanying financial statements

of InstaMortgage, Inc., which comprise the balance sheet as of December 31, 2025, and the related statements of income, stockholder’s

equity, and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements

referred to above present fairly, in all material respects, the financial position of InstaMortgage, Inc. as of December 31, 2025, and

the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted

in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing

standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described

in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent

of InstaMortgage, Inc., and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating

to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibility of Management for the Financial Statements

Management is responsible for the preparation and

fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America,

and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management

is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the InstaMortgage,

Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be

issued.

Auditor’s Responsibilities for the Audit of the Financial

Statements

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and

therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material

if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user

based on the financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism

throughout the audit.

Identify and assess the risks of material misstatement

of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures

include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant

to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the InstaMortgage, Inc.’s internal control. Accordingly, n o such opinion is expressed.

Evaluate the appropriateness of accounting policies

used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the

financial statements.

Conclude whether, in our judgment, there are conditions

or events, considered in the aggregate, that raise substantial doubt about the InstaMortgage, Inc.’s ability to continue as a going

concern for a reasonable period of time.

We are required to communicate with those charged

with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal

control-related matter that we identified during the audit.

/s/ FM Financial Services LLC

FM Financial Services LLC

Sugar Land, Texas

March 2, 2026

INSTAMORTGAGE, INC

Balance Sheet

As of December 31, 2025

Assets

Current Assets

Cash

516,690

Restricted cash

51,000

Prepaid Expenses

46,405

Mark to Market Value

286,752

Loans held for sale, at fair value

9,944,973

Total Current Assets

$ 10,845,820

Non-Current Assets

Furniture and Equipment

53,616

Laptop

17,113

Vehicle

49,514

Accumulated Depreciation

(120,243 )

Total Non-Current Assets

$ -

Other Assets

Security deposits

19,560

Notes Receivable

405,000

Right to Use Asset

102,047

Total Other Assets

$ 526,607

Total Assets

$ 11,372,427

Liabilities and Stockholder’s Equity

Current Liabilities

Accounts payable and accrued expenses

207,054

Warehouse line of credit, UPB

9,794,470

Operating lease liabilities - current portion

67,642

Total Current Liabilities

$ 10,069,166

Long-Term Liabilities

Operating lease liabilities – non-current Portion

34,405

Total Long-Term Liabilities

$ 34,405

Stockholder’s Equity

Common stock ($.01 par, 100,000 shares authorized, issued and outstanding)

1,000

Additional paid-in capital

2,750,378

Retained earnings

(1,482,522 )

Total Stockholder’s Equity

$ 1,268,856

Total Liabilities and Stockholder’s Equity

$ 11,372,427

The accompanying notes

are an integral part of these financial statements.

INSTAMORTGAGE, INC

Statement of Income

For the Year Ended December 31, 2025

Revenues

Loan origination income

$ 7,262,815

Total Revenues

$ 7,262,815

Cost of Revenues

$ 1,989,218

Gross Profit

$ 5,273,597

Operational Expenses

Legal and Professional Charges

$ 115,197

Bank Charges and Fees

$ 3,327

Donations

$ 500

Occupancy expense

$ 162,346

Interest expense

$ 19,635

Marketing Expenses

$ 65,847

Office Expenses

$ 1,356

Branch Expenses

$ 745,450

Other General and Administrative Expenses

$ 29,872

Software, memberships and subscriptions

$ 235,352

Meals and Entertainment

$ 4,144

Membership fee

$ 2,564

Other business Expenses

$ 16,288

Postage and delivery

$ 1,367

Payroll Expenses

$ 3,620,289

Utilities Expenses

$ 7,628

Texas and Licenses

$ 183,748

Travel Expenses

$ 9,138

Total Expenses

$ 5,224,048

Income (Loss) before taxes

$ 49,549

Other Income

$ 41,921

Net Income

$ 91,470

Equity Beginning of the year

$ 908,634

Change in Equity, Fair Value adjustment

$ 268,752

Equity at end of the year

$ 1,268,856

The accompanying notes

are an integral part of these financial statements.

INSTAMORTGAGE, INC

Statement of Cash Flows

For the Year Ended December 31, 2025

Cash Flows from Operating Activities

Net income (loss)

$ 91,470

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation Expense

$ 9,793

Accounts payable

$ 9,141

Mark to Market Value Revenue

$ (286,752 )

Loans held for sale

$ (8,228,889 )

Security Deposit

$ 1,910

Other prepaid Expenses

$ 57,774

Total adjustments to reconcile net income (loss) to net cash provided by operating

activities:

$ (8,437,023 )

Cash flow from operating activities

$ (8,345,553 )

Cash Flows from Financing Activities

Repayment of warehouse lines-of-credit

$ 8,200,566

Notes Receivable

$ (405,000 )

Changes in additional paid in capital

$ 912,051

Net Cash from Financing Activities

$ 8,707,617

Net Increase (Decrease) in Cash and Restricted Cash

$ 362,065

Cash and Restricted Cash, Beginning of Year

$ 205,625

Cash and Restricted Cash, End of Year

$ 567,690

The accompanying notes

are an integral part of these financial statements.

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

January

1, 2025 to December 31, 2025

INSTAMORTGAGE, INC.

NOTES TO THE FINANCIAL STATEMENTS

Purpose and Organization

InstaMortgage, Inc. derives income primarily from

fees charged for services related to the origination and processing of mortgage loans for financial institutions. The Company was incorporated

on April 18, 2008, under the laws of the State of California. Initially The Company has adopted a July 31 year-end for financial reporting

and income tax purposes, however, during 2025, it has changed it’s year end to December 31, 2025. The Company had elected and been

approved to be taxed as a Subchapter S Corporation effective January 1, 2009. As of January 1, 2020, the Company changed its elected

status to a C Corporation. The Company changed its name from Arcus Lending, Inc. to InstaMortgage, Inc. and filed the name change with

the Secretary of State of California on February 18, 2022.

Change in Accounting Principle

Effective December 31, 2018, management adopted

ASU 2016-18, Statement of Cash Flows (Topic 230), related to restricted cash. This change did not affect net income or retained earnings.

The presentation of restricted cash in the balance sheet and statement of cash flows was updated to include a combined description of

cash and restricted cash balances.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the

Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. The reconciliation

of cash and restricted cash reported within the balance sheet is as follows:

Account Type

Amount

Unrestricted cash-in-demand deposit accounts

516,690

Restricted cash-in-demand deposit accounts

51,000

Total

$ 567,690

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

January

1, 2025 to December 31, 2025

Mark to Market Value Revenue

Loan points and revenues related to loan origination

are recorded as revenue when the related loans are sold to investors and yet to be funded. Management reviews outstanding receivables

periodically, and as of December 31, 2025, no allowance for doubtful accounts has been recorded as all accounts are deemed collectible.

As of December 31, 2025 total Mark to Market Value

Revenue was 286,752.

Revenue Recognition

Gains or losses resulting from sales of mortgage

loans are recognized at the date of settlement and are based on the difference between the sales price and the asset retained by the

Company, if any, and the carrying value of the related loans sold less related transaction costs. Since the Company sells its loan on

a servicing-released basis, gains are increased by the amount of any servicing-released premiums received.

Use of Estimates in Preparation

of Financial Statements

The preparation of financial statements in conformity

with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported

amounts of revenues and expenses during the reporting period. Material estimates for which a change is reasonably possible in the near

term relate to the determination of the fair value of loans held for sale. The significant assumptions used by the Company to estimate

the liability for losses on loans sold include consideration of the Company’s experienced losses on loans repurchased, the likelihood

of an error or omission that results in a breach of standard representation and warranties included in the loan sale agreements and the

anticipated expense, if any, that may be incurred by the Company in resolving any repurchased loans. Actual results could materially

differ from management’s estimates.

Note B - Loans Held for

Sale

Mortgage loans held for sale are stated at fair

value as determined by outstanding commitments from investors or quoted market prices for securities backed by similar types of loans

when quotes are available. Interest on mortgage loans held for sale is credited to income as earned. Interest is accrued only if deemed

collectible. During the year ended December 31, 2025, the Company sold loans to twenty-one different investors. The Company monitors

its relationships with its investors and, from time to time, makes adjustments in the amount it sells to any one investor based upon

a number of factors, including but not limited to, price, loan review time and funding turnaround, underwriting guidelines and the overall

efficiency of its relationship with the investors.

On December 31, 2025, loans held for sale consisted

of mortgage loans recorded at fair value in the amount of $ 9,944,973. Loans are typically sold to investors on a servicing-released

basis.

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

January

1, 2025 to December 31, 2025

Note C - Property and Equipment

Property and equipment are stated at cost and depreciated

over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the lesser of the life of

the lease or the estimated useful life of the improvements.

Non-Current Assets

Amount

Furniture and Equipment

53,616

Laptop

17,113

Vehicles

49,514

Total

120,242

Less Accumulated depreciation

(120,242 )

Net book value

$ -

Note D - Transfers of Financial

Assets

Transfers of financial assets are accounted for

as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the

assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage

of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred

assets through an agreement to repurchase them before their maturity.

Note E-Advertising

Advertising costs are expensed as incurred. Advertising

expenses amounted to $65,847 for the year ended December 31, 2025, and are included in operating expenses in the statement of income.

Note F - Concentration of

Risk

The Company originates mortgage loans on property

located in twenty-three states throughout the United States. Originations in California, New York, and Georgia made up approximately

70% of all originations for the year ended December 31, 2025. Due to the nature of the mortgage industry, interest rate increases, and

a depressed housing market may severely impact revenue from services related to originating and processing mortgages, which are the primary

source of income for the Company.

The Company has concentrated its credit risk for

cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the

Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such accounts and believes it is not exposed

to any significant credit risk to cash.

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

January

1, 2025 to December 31, 2025

Note G-Fair Value

The Company measures its financial assets based

on a hierarchy that prioritizes the use of observable inputs in the valuation techniques used to measure fair value.

Level 1: Unadjusted quoted prices in active markets

for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability.

Level 3:

Unobservable inputs.

The fair value of mortgage loans held for sale

as of December 31, 2025, was $9,944,973 which is classified as a Level 2 input.

Note H - Warehouse Line

of Credit

The Company funds loans through multiple warehouse

lines of credit. These lines are used to finance the origination of loans for which a takeout commitment from an approved investor exists.

As of December 31, 2025, $9,794,470 was advanced on the warehouse line of credit. The total available credit was $21,000,000.

Note I - Income Tax

Income taxes are provided for the tax effects of

transactions reported in the financial statements and consist of taxes currently payable plus deferred taxes arising from temporary differences

in the bases of assets and liabilities for financial reporting and income tax purposes. The deferred tax assets and liabilities represent

the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered

or settled. The components of the deferred tax asset and liability are classified as current and noncurrent based on their characteristics.

Valuation allowances are recorded to reduce deferred tax assets to the amounts management concludes are more likely than not to be realized.

Income tax benefits are recognized and measured

based upon a two-step model: 1) a tax position must be more likely than not to be sustained based solely on its technical merits to be

recognized, and 2) the benefit is measured as the largest dollar amount of that position that is more-likely-than-not to be sustained

upon settlement. The difference between the benefit recognized and the tax benefit claimed on a tax return is referred to as an unrecognized

tax benefit (UTB).

The Company’s income tax returns are subject

to examination by the federal taxing authorities for three years and by the California

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

January

1, 2025 to December 31, 2025

Note J - Leasing Arrangements

The Company leases its operating facility under

a non-cancelable operating lease with various expiry dates. While all of the agreements provide for minimum lease payments, some include

payments adjusted for inflation or variable payments based on a certain criterion. Variable payments are not determinable at the lease

commencement and are not included in the measurement of the lease assets and liabilities. The lease agreements do not include any material

residual value guarantees or restrictive covenants.

Operating lease - right-of-use assets

$ 102,047

Operating lease liabilities - current portion

$ 67,642

Operating lease liabilities - less the current portion

$ 34,405

There are no components of initial direct costs

related to the operating lease that are included in general and administrative expenses in the statement of income for the year ended

December 31, 2025

The following is a schedule by year of the future

minimum lease payments required under this lease:

Year Ending December 31

Amount

2026

$ 67,642

2027

$ 34,405

Total

$ 102,047

Note K - Capital and Liquidity

Requirements

The Company is subject to various capital requirements

in connection with seller and warehouse lending agreements that the Company has entered into with secondary market investors and warehouse

lenders. Failure to maintain minimum capital requirements could result in the Company’s inability to originate loans for the respective

investor or borrow funds from their warehouse lenders and, therefore, could have a direct material effect on the Company’s financial

statements.

The Company’s adjusted net worth and minimum

capital requirements by investor and warehouse lender are listed below.