Form 8-K/A

8-K/A — reAlpha Tech Corp.

Accession: 0001213900-26-102384

Filed: 2026-09-23

Period: 2026-08-19

CIK: 0001859199

SIC: 6500 (REAL ESTATE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0303605-8ka1_realpha.htm (Primary)

EX-23.1 — CONSENT OF FM FINANCIAL SERVICES LLC (ea030360501ex23-1.htm)

EX-99.1 — AUDITED 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 (ea030360501ex99-1.htm)

EX-99.2 — UNAUDITED CONDENSED FINANCIAL STATEMENTS OF INSTAMORTGAGE INC. FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (ea030360501ex99-2.htm)

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF REALPHA TECH CORP. GIVING EFFECT TO THE MERGER (ea030360501ex99-3.htm)

EX-99.4 — PRESS RELEASE, DATED SEPTEMBER 23, 2026 (ea030360501ex99-4.htm)

GRAPHIC (ea030360501_ex99-1img1.jpg)

GRAPHIC (ea030360501_ex99-1img2.jpg)

GRAPHIC (ea030360501_ex99-4img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0303605-8ka1_realpha.htm · Sequence: 1

true

0001859199

2026-08-19

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 23, 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. ☐

Introductory Note

On August 19, 2026 (the “Closing Date”), reAlpha Tech Corp.

(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 (the “A&R Merger Agreement”),

pursuant to which the Agreement and Plan of Merger, dated as of December 19, 2025 (the “Original Merger Agreement”), by and

among the Company, reAlpha Merger Sub I, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company (“Merger

Sub”), InstaMortgage, Shashank Shekhar and Ankur Dhingra (Messrs. Shekhar and Dhingra together, the “Stockholders”),

was amended and restated in its entirety. Pursuant to the terms of the A&R Merger Agreement, Merger Sub merged with and into InstaMortgage

(the “Merger”), with InstaMortgage surviving the Merger as a wholly-owned subsidiary of the Company.

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”)

is being filed to amend Item 9.01(a) and (b) of the Current Report on Form 8-K filed by the Company on August 25, 2026 to include the

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

information required by Item 9.01(b) of Form 8-K. This Form 8-K/A also furnishes under Item 7.01 a press release issued by the Company

on September 23, 2026 relating to the financial information included herein.

Item 7.01 Regulation FD Disclosure.

On September 23, 2026, the Company issued a press release announcing

certain historical financial information of InstaMortgage and unaudited pro forma condensed combined financial information giving effect

to the Merger, which information is filed as Exhibits 99.1, 99.2 and 99.3 to this Form 8-K/A. A copy of the press release is furnished

as Exhibit 99.4 to this Form 8-K/A and is incorporated by reference herein.

The information provided under this Item 7.01 of this Form 8-K/A, including

Exhibit 99.4 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall

be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds

acquired.

The audited 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

Form 8-K/A and are incorporated by reference herein.

The unaudited condensed financial statements of InstaMortgage for the

six months ended June 30, 2026 and 2025, are filed as Exhibit 99.2 to this Form 8-K/A and are incorporated by reference herein.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information identified

below giving effect to the Merger is filed as Exhibit 99.3 to this Form 8-K/A and is incorporated by reference herein:

● Unaudited pro forma condensed

combined balance sheet as of June 30, 2026;

● Unaudited pro forma condensed

combined statement of operations for the six months ended June 30, 2026; and

● Unaudited pro forma condensed

combined statement of operations for the year ended December 31, 2025.

(d) Exhibits.

Exhibit Number

Exhibit Title or Description

23.1*

Consent of FM Financial Services LLC.

99.1*

Audited 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.

99.2*

Unaudited condensed financial statements of InstaMortgage Inc. for the six months ended June 30, 2026 and 2025.

99.3*

Unaudited pro forma condensed combined financial information of reAlpha Tech Corp. giving effect to the Merger.

99.4**

Press release, dated September 23, 2026.

104

The cover page from this Form 8-K/A, formatted in Inline XBRL.

Filed herewith.

** Furnished herewith.

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: September 23, 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: ea030360501ex23-1.htm · Sequence: 2

Exhibit

23.1

CONSENT

OF INDEPENDENT AUDITOR

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

● 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, 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.

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.

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

September 23, 2026

EX-99.1 — AUDITED 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: ea030360501ex99-1.htm · Sequence: 3

Exhibit

99.1

Independent

Auditor’s Report

the Board of Directors and Stockholder

InstaMortgage,

Inc.

San

Jose, California

Opinion

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.

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) and the standards applicable to

financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. 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.

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.

F-1

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 and Government Auditing Standards 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 and Government Auditing Standards, 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, no 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

F-2

INSTAMORTGAGE,

INC

Balance

Sheet

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.

F-3

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.

F-4

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.

F-5

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

F-6

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.

F-7

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.

F-8

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

F-9

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.

Category

Adjusted Net

Worth ($)

Minimum Capital

Requirement($)

HUD

1,268,856

1,000,000

Warehouse Lenders

Lender 1

1,200,000

500,000

Lender 2

500,000

Lender 3

500,000

F-21

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

August

1, 2024 to December 31, 2025

Note

L - New Accounting Guidance Implementation

of January 1, 2022, the Company changed its accounting method for leases as a result of implementing the requirements in the Financial

Accounting Standard Board’s Accounting Standards Codification (ASC) 842, Leases, using the modified retrospective transition method.

There was no cumulative effect adjustment to the Company’s balance sheet as of January 1, 2022. Prior Period information has not

been restated and continues to be reported under the accounting standards in effect for the prior period.

The

new lease guidance requires the recognition of a right-of-use asset and a lease liability for operating leases. The Company elected the

package of practical expedients, which allowed, among other things, for not reassessing the lease classification or initial direct costs

for existing leases. The Company has not elected the hindsight practical expedient.

of December 31, 2025, approximately $102,047 in operating lease right-of-use assets and corresponding lease liabilities were recognized.

Adoption of the new guidance did not have a significant impact on the statement of income or cash flows for the period ended December

31, 2025.

Note

M - Subsequent Events

Management

evaluated subsequent events through March 2, 2026, the date the financial statements were available to be issued.

There

were no events requiring adjustment or disclosure.

Note

N - Merger Agreement And Subsequent Change In Ownership

On December 19, 2025, InstaMortgage

Inc. (the “Company”) entered into a definitive Agreement and Plan of Merger with reAlpha Tech Corp. (“reAlpha”),

reAlpha Merger Sub I, Inc., a wholly owned subsidiary of reAlpha, and the Company’s existing stockholders. Under the agreement, reAlpha

agreed to acquire all outstanding shares of the Company through a merger in which the Company would continue as the surviving corporation

and become a wholly owned subsidiary of reAlpha.

The original agreement provided

for aggregate merger consideration of approximately $8.5 million, subject to certain closing adjustments. The consideration consisted

of $500,000 in cash, $1.5 million in reAlpha common stock, and $6.5 million payable in six equal semiannual installments over three years

following the closing date. The deferred installments could be settled in cash or reAlpha common stock, at reAlpha’s discretion, provided

that at least $1.5 million of those installments would be paid in cash. The cash consideration was subject to adjustments for the Company’s

cash and cash equivalents, indebtedness and unpaid selling expenses, as specified in the agreement.

As of December 31, 2025, the

merger had not been consummated and remained subject to customary closing conditions, including applicable regulatory approvals. Accordingly,

no merger consideration or gain from the contemplated transaction was recognized in the Company’s financial statements for the year ended

December 31, 2025.

F-22

InstaMortgage,

Inc.

Financial

Statements

of July 31, 2024

With

Independent Auditor’s opinion

Auditor(s)

FAIZA

MEHMOOD

Financial Services LLC

Sugar Creek blvd, Suite 600, Sugar Land

Texas,

United States, 77478

Email:

info@fmfinancialservicesllc.com

F-23

Independent

Auditor’s Report

the Board of Directors and Stockholder

InstaMortgage, Inc.

San

Jose, California

Opinion

have audited the accompanying financial statements of InstaMortgage, Inc., which comprise the balance sheet as of July 31, 2024, 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.

our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position

of InstaMortgage, Inc. as of July 31, 2024, 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

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.

Responsibilities 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.

preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,

that raise substantial doubt about 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.

F-24

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 InstaMortgage, Inc.’s internal control. Accordingly,

no 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 InstaMortgage,

Inc.’s ability to continue as a going concern for a reasonable period of time.

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 matters that we identified during the audit.

/s/ Faiza Mehmood

FAIZA MEHMOOD

Managing Partner of

FM Financial Services LLC

Sugar Land, Texas

October 22, 2024

F-25

INSTAMORTGAGE,

INC

Balance

Sheet

of July 31, 2024

Assets

Current

Assets

Cash

$ 758,232

Restricted

cash

$ 100,774

Accounts

Receivable

$ 57,376

Receivable

from Officer

$ 45,000

Loans

held for sale, at fair value

$ 8,421,583

Total

Current Assets

$ 9,382,965

Non-Current

Assets

Furniture

nd Equipment

$ 62,426

Laptop

$ 17,113

Vehicle

$ 49,514

(Accumulated

Depreciation)

$ (109,318 )

Total

Non-Current Assets

$ 19,735

Other

Assets

Security

deposits

$ 21,470

Right

to Use Asset

$ 217,989

Provision

for Defer Tax Assets

$ 331,801

Total

Other Assets

$ 571,260

Total

Assets

$ 9,973,960

Liabilities

and Stockholder’s Equity

Current

Liabilities

Accounts

payable and accrued expenses

$ 47,900

Warehouse

line of credit, UPB

$ 8,050,316

Operating

lease liabilities - current portion

$ 102,049

Total

Current Liabilities

$ 8,200,265

Long-Term

Liabilities

Operating

lease liabilities - non current Portion

$ 115,940

Total

Long-Term Liabilities

$ 115,940

Stockholder’s

Equity

Common

stock, $.01 par value, 100,000 shares authorized, 100,000 shares issued and outstanding

$ 1,000

Additional

paid-in capital

$ 2,814,368

Retained

earnings

$ (1,157,612 )

Total

Stockholder’s Equity

$ 1,657,756

Total

Liabilities and Stockholder’s Equity

$ 9,973,960

Footnotes

are the integral part of the financial statements

F-26

INSTAMORTGAGE,

INC

Statement

of Income

For

the Year Ended July 31, 2024

2024

Revenues

Loan

origination income

$ 4,996,089

Change

in fair value of loans held for sale

$ 189,788

Total

Revenues

$ 5,185,878

Cost

of Revenues

$ 1,806,570

Gross

Profit

$ 3,379,308

Expenses

Personnel

expense

$ 3,407,660

Occupancy

expense

$ 182,586

Operating

expense

$ 1,118,387

Interest

expense

$ 32,194

Professional

fees

$ 218,485

Total

Expenses

$ 4,959,311

Income

(Loss) before taxes

$ (1,580,003 )

Other

Income

$ 37,116

Provision

for income taxes

$ 331,801

Net

Income

$ (1,211,086 )

Footnotes

are the integral part of the financial statements

F-27

INSTAMORTGAGE,

INC

Statement

of Cash Flows

For

the Year Ended July 31, 2024

Cash

Flows From Operating Activities

Net

income (loss)

$ (1,211,086 )

Adjustments

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

Depreciation

$ 23,157

Provision

for income Tax

$ (331,801 )

Increase

in Accounts Payable

$ (57,376 )

Decrease

in Security Deposit

$ 6,208

Right

to use assets

$ (188,302 )

Loans

held for sale

$ (3,146,549 )

Accounts

payable

$ (218,204 )

operating

lease liabilities

$ 188,302

Net

Cash Provided (Used) by Operating Activities

$ (4,935,652 )

Cash

Flows from Financing Activities

Repayment

of warehouse lines-of-credit

$ 2,977,772

Receivable

from Founder

$ (45,000 )

Capital

contributions

$ 1,362,172

Net

Cash from Financing Activities

$ 4,294,944

Net

Increase (Decrease) in Cash and Restricted Cash

$ (640,708 )

Cash

and Restricted Cash, Beginning of Year

$ 1,499,712

Cash

and Restricted Cash, End of Year

$ 859,004

Footnotes

are the integral part of the financial statements

F-28

INSTAMORTGAGE,

INC

Statement

of Stockholder’s Equity

For

the year ended July 31, 2024

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Total

Balance

as of July 31, 2022

$ 1,000

$ 1,108,789

$ 1,403,502

$ 2,513,291

Net

Income

$ -

$ (1,350,028 )

Contributions

$ -

$ 343,407

$ -

$ 343,407

Balance

as of July 31, 2023

$ 1,000

$ 1,452,196

$ 53,474

$ 1,503,670

Net

Income

$ (1,211,086 )

Contributions

$ 1,362,172

Balance

- Juy 31, 2024

$ 1,000

$ 2,814,368

$ (1,157,612 )

$ 1,657,756

Footnotes

are the integral part of the financial statements

F-29

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

AUGUST

1st, 2023 TO JULY 31, 2024

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. The Company has adopted a July

31 year-end for financial reporting and income tax purposes. 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

758,232

Restricted

cash-in-demand deposit accounts

100,774

Total

859,006

Financial Services LLC 77

Sugar Creek Blvd, Suite 600 Sugar Land, Texas, 77478

Info@fmfinancialservicesllc.com

F-30

INSTAMORTGAGE,

INC.

AUDITED

FINANCIAL STATEMENTS

AUGUST

1st, 2023 TO JULY 31, 2024

Accounts

Receivable

Loan

points and revenues related to loan origination are recorded as revenue when the related loans are sold to investors. Management reviews

outstanding receivables periodically, and as of July 31, 2024, no allowance for doubtful accounts has been recorded as all accounts are

deemed collectible.

of July 31, 2024, Total outstanding receivables were $57,376. The receivables were paid in full during August 2024.