reAlpha Tech Corp. Enters into Agreement and Plan of Merger with InstaMortgage Inc.

2025-12-22SEC Filing 8-K (0001213900-25-124602)

reAlpha Tech Corp. has entered into an Agreement and Plan of Merger with InstaMortgage Inc. The merger involves reAlpha Merger Sub I, Inc. merging with and into InstaMortgage Inc., with InstaMortgage Inc. surviving as a wholly-owned subsidiary of reAlpha Tech Corp. The total merger consideration is $8,500,000, consisting of $500,000 in cash at closing, $1,500,000 in shares of reAlpha Tech Corp. common stock at closing, and $6,500,000 payable over three years post-closing, either in cash or stock, at reAlpha Tech Corp.’s discretion. Shares issued as part of the merger consideration will be subject to a six-month restrictive period. The agreement includes customary closing conditions, representations, and warranties from both parties. Termination rights are also outlined. The transaction is structured as a private placement, exempt from registration under the Securities Act of 1933. reAlpha Tech Corp. has also filed risk factors related to the merger.

Ticker mentioned:AIRE