{"filing":{"accession_number":"0001213900-26-093535","cik":"0001859199","ticker":"AIRE","company_name":"reAlpha Tech Corp.","form":"8-K","filing_date":"2026-08-25","report_date":"2026-08-19","primary_document":"ea0303282-8k_realpha.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1859199/000121390026093535/ea0303282-8k_realpha.htm"},"events":[{"id":29507,"run_id":27019,"accession_number":"0001213900-26-093535","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"reAlpha Tech Corp. completed its acquisition of InstaMortgage on August 19, 2026, pursuant to the A\u0026R Merger Agreement, with merger consideration totaling $8.5 million in cash, stock, and deferred payments. The acquisition was completed prior to obtaining required state regulatory approvals in two states representing approximately 21–23% of InstaMortgage's loan origination volume, creating material regulatory risk including potential fines, penalties, and operational restrictions.","company_name":"reAlpha Tech Corp.","ticker":"AIRE","filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31812,"accession_number":"0001213900-26-093535","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a merger between reAlpha Tech Corp. and InstaMortgage on August 19, 2026, pursuant to the A\u0026R Merger Agreement. The Item 2.01 section details the conversion of InstaMortgage shares into merger consideration totaling $8.5 million in cash, stock, and deferred payments. This is a material acquisition event that would significantly affect a reasonable investor's assessment of the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31813,"accession_number":"0001213900-26-093535","item_number":"2.03","item_title":"Creation of a Direct","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the completion of an acquisition of InstaMortgage, which is a material acquisition transaction. Although Item 2.03 nominally addresses creation of direct financial obligations, the substance of the disclosure centers on the M\u0026A activity itself—specifically that the acquisition was completed prior to obtaining required state regulatory approvals in two states representing approximately 21% and 23% of InstaMortgage's loan origination volume. The risk factor emphasizes potential material adverse effects from regulatory non-compliance, fines, penalties, and possible cessation of operations in those states, all of which flow from the acquisition decision and its timing relative to regulatory approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31815,"accession_number":"0001213900-26-093535","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered equity issuance, but the supplemental exhibit reveals the core material event: reAlpha completed the acquisition of InstaMortgage prior to obtaining required state regulatory approvals in two states representing 22.59% of InstaMortgage's annual loan origination volume. This is a material acquisition activity with significant regulatory risk, not merely an equity issuance. The disclosure emphasizes potential fines, penalties, and operational restrictions that could materially affect the combined business.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31817,"accession_number":"0001213900-26-093535","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a material acquisition of InstaMortage that was completed prior to obtaining required state regulatory approvals in two states. The risk factor explicitly states that regulatory authorities could impose material fines, penalties, or restrictions on the acquired company's ability to conduct business. This represents a material post-closing complication to an M\u0026A transaction that could adversely affect the registrant's business and financial condition, particularly given that one state accounted for approximately 20-22% of InstaMortgage's loan origination volume.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31812,"accession_number":"0001213900-26-093535","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a merger between reAlpha Tech Corp. and InstaMortgage on August 19, 2026, pursuant to the A\u0026R Merger Agreement. The Item 2.01 section details the conversion of InstaMortgage shares into merger consideration totaling $8.5 million in cash, stock, and deferred payments. This is a material acquisition event that would significantly affect a reasonable investor's assessment of the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"reAlpha Tech Corp.","ticker":"AIRE","filing_date":"2026-08-25"},{"id":31813,"accession_number":"0001213900-26-093535","item_number":"2.03","item_title":"Creation of a Direct","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the completion of an acquisition of InstaMortgage, which is a material acquisition transaction. Although Item 2.03 nominally addresses creation of direct financial obligations, the substance of the disclosure centers on the M\u0026A activity itself—specifically that the acquisition was completed prior to obtaining required state regulatory approvals in two states representing approximately 21% and 23% of InstaMortgage's loan origination volume. The risk factor emphasizes potential material adverse effects from regulatory non-compliance, fines, penalties, and possible cessation of operations in those states, all of which flow from the acquisition decision and its timing relative to regulatory approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"reAlpha Tech Corp.","ticker":"AIRE","filing_date":"2026-08-25"},{"id":31815,"accession_number":"0001213900-26-093535","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered equity issuance, but the supplemental exhibit reveals the core material event: reAlpha completed the acquisition of InstaMortgage prior to obtaining required state regulatory approvals in two states representing 22.59% of InstaMortgage's annual loan origination volume. This is a material acquisition activity with significant regulatory risk, not merely an equity issuance. The disclosure emphasizes potential fines, penalties, and operational restrictions that could materially affect the combined business.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"reAlpha Tech Corp.","ticker":"AIRE","filing_date":"2026-08-25"},{"id":31817,"accession_number":"0001213900-26-093535","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a material acquisition of InstaMortage that was completed prior to obtaining required state regulatory approvals in two states. The risk factor explicitly states that regulatory authorities could impose material fines, penalties, or restrictions on the acquired company's ability to conduct business. This represents a material post-closing complication to an M\u0026A transaction that could adversely affect the registrant's business and financial condition, particularly given that one state accounted for approximately 20-22% of InstaMortgage's loan origination volume.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T20:32:48.950385+00:00","company_name":"reAlpha Tech Corp.","ticker":"AIRE","filing_date":"2026-08-25"}]}