ReAlpha Tech Corp 2026年季度报告

REALPHA TECH CORP.FORM 10-QFOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026TABLE OF CONTENTSPART IFINANCIAL INFORMATION1Item 1.Financial Statements1Condensed Consolidated Balance Sheet as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months EndedMarch 31, 2026 and 2025 (Unaudited)2Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit)for the Three Months Ended March 31, 2026 and 2025 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025(Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk33Item 4.Controls and Procedures33PART IIOTHER INFORMATION34Item 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35Item 3.Defaults Upon Senior Securities35Item 4.Mine Safety Disclosures35Item 5.Other Information35Item 6.Exhibits36SIGNATURES37i PART I - FINANCIAL INFORMATION reAlpha Tech Corp. and SubsidiariesCondensed Consolidated Balance SheetMarch 31, 2026 (Unaudited) and December 31, 2025 Property and equipment, net LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable$551,533$306,216Related party payables5,6225,654Short term loans - related parties -current portion72,04686,585 Long-Term LiabilitiesDerivative liability 4,602,4804,574,980Other long-term loans - unrelated parties - net of current portion71,63088,411 Mezzanine Equity Preferred Stock, $0.001 par value; 5,000,000 shares authorized, of which 1,000,000 shares aredesignated as Series A Convertible Preferred Stock; 256,125 and 250,000 shares issued andoutstanding as of March 31, 2026 and December 31, 2025, respectively. Stockholders’ EquityCommon stock, $0.001 par value; 200,000,000 shares authorized, 134,118,789 and 131,740,675 TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY reAlpha Tech Corp. and SubsidiariesCondensed Consolidated Statements of Cash FlowsFor the Three Months Ended March 31, 2026, and 2025 (unaudited) Deferred issuance of common stock - GTG FinancialDeferred issuance of common stock - Prevu reAlpha Tech Corp.Notes to Condensed Consolidated Financial Statements Note 1 - Organization and Description of Business reAlpha Tech Corp. was incorporated with the name reAlpha Asset Management, Inc. in the State of Delaware on April 22, 2021,which was changed to reAlpha Tech Corp. as a result of the short-form merger with its former parent on March 21, 2023. reAlpha Tech The Company is a technology-driven, integrated services company, leveraging AI to enhance the homebuying experience andstreamline real estate transactions. At the core of the Company’s strategy is the reAlpha platform, an AI-powered solution designed to The Company operates through its subsidiaries Naamche, Inc. (“U.S. Naamche”), Realpha Nepal Pvt. Ltd. (f/k/a Naamche, Inc. Pvt.Ltd.) (“reAlpha Nepal Pvt Limited” and together with U.S. Naamche, “reAlpha Nepal”), and AiChat Pte. Ltd. (“AiChat”) to expand itssoftware development expertise and AI-driven engagement tools, and the reAlpha Realty, LLC entities, Debt Does Deals, LLC (f/k/aBe My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”), Hyperfast Title LLC (“Hyperfast”) and Prevu, Inc. and itssubsidiaries (collectively, “Prevu”) to provide realty services, mortgage brokering and digital title and escrow services, which enablethe Company to capture value across multiple stages of the transaction process. Although the Company had previously acquired GTGFinancial, Inc. (“GTG” or “GTG Financial”), during the year ended December 31, 2025, the Company’s acquisition of GTG wasrescinded pursuant to the terms of the Stock Purchase Agreement, by and among GTG Financial, Glenn Groves (the “Seller”) and theCompany, dated February 20, 2025 (the “SPA”). As a result of the rescission of the SPA, GTG was no longer a subsidiary of the With its focus on AI technology and integrated real estate services, the Company is developing an end-to-end homebuying platformnamed the “reAlpha platform.” The Company’s goal is to offer through its AI-powered platform a more affordable, streamlinedexperience for those on the journey to homeownership. The reAlpha platform integrates AI-driven tools to offer, among others, The Company’s principal office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017. Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations ofthe Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements include theaccounts of the Company a