NASDAQ: AIRE

Before
shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and
built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals,
and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive
distributions based on the properties’ performance as a short-term rental. In the first quarter of 2024, we decided to halt these
operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted
throughout the fiscal year 2024. This led us to sell our last real property asset for such operations, and to recognize the impairment
of goodwill and intangible assets under the rental business segment. As a result, in the first quarter of 2025, our board of directors
(the “Board”) approved the discontinuation of our short-term rental business operations entirely and this discontinuation
meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment
and our technology services segment.

Homebuying Services

Our
homebuying services segment consists of our (i) realty services offered by our reAlpha Realty, LLC entities (collectively, “reAlpha
Realty”) and Prevu; (ii) mortgage brokering services offered by reAlpha Mortgage and (iii) digital title and escrow services offered
by Hyperfast. These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking
property tours, submitting offer letters, mortgage pre-approval and closing transactions. It also provides detailed market insights and
comprehensive property data tailored to users’ areas of interest.

1

We
seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage,
mortgage brokering, title and escrow services) within a single platform; the integration of AI into our homebuying services offerings
and our rebate, which is further described below. We have integrated AI into our homebuying services offerings through our development
of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered
tools for our loan officers. “Claire” is powered by large language models and provides real-time customer support by answering
questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface. “Claire”
is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.

In
addition to “Claire,” we use AI-powered internal tools, such as our proprietary AI-powered “Loan Officer Assistant,”
which is intended to reduce manual review time for our loan officers, and the AI-powered “Engagement Agent,” which integrates
with our customer relationship management system to automate certain intake and scheduling and other pre-application workflows for our
loan officers. The “Loan Officer Assistant” automates key loan origination tasks, such as document collection and borrower
communication and is designed to help loan officers manage higher volumes with greater efficiency while the “Engagement Agent”
is designed to accelerate prospective borrower’s connection to loan officers for personalized support, improve prospective borrower
engagement and reduce repetitive administrative work related to the intake, follow-up and scheduling processes.

As
part of our strategy to differentiate ourselves from competitors and provide a customer-centric homebuying experience, we offer a rebate
to homebuyers using the reAlpha platform.

Under
our current rebate structure, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our realty services
and an additional rebate of up to 0.5% of the home purchase price when bundling the mortgage brokering services with our realty services,
in each case subject to the limitations, terms and conditions described in the buyer agreement (the “current commission rebate”).
The current commission rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement
at closing.

Prior to the implementation of the current commission
rebate in mid-January 2026, we offered a rebate whereby eligible homebuyers could receive up to 75% of the buy-side brokerage commission
paid in connection with the purchase of a home through the reAlpha platform as a rebate towards closing costs, subject to market-specific
commissions and minimums (the “historic commission rebate”). The buy-side brokerage
commission was dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available
to a homebuyer was determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage
brokering, and digital title and escrow services. Under this model, homebuyers could receive a 25% rebate when using only realty services,
50% when using two services and 75% when using all three services. The update to the current commission rebate in mid-January
2026 was designed to make the rebate easier for customers to understand.

Currently,
all three services (realty, mortgage brokering, and title services) are only available on the reAlpha platform for homebuyers in Florida
and Virginia. However, two of the three services are offered to homebuyers in eight additional U.S. states, and at least one service is
available in an additional 25 U.S. states and the District of Columbia. While our homebuying services are currently offered in 35 U.S.
states and the District of Columbia, we plan to offer our homebuying services (and expand the capabilities of the reAlpha platform) nationwide,
subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in each U.S. state and the District of
Columbia, securing additional multiple listing service data, executing effective national marketing campaigns and building scalable technology
infrastructure.

Technology Services

Our technology services segment
includes: (i) software development services provided by reAlpha Nepal to us and third parties and (ii) the AI-powered conversational platform
provided to customers by AiChat. We expect that our technology services segment will benefit from the current growth of the AI industry,
and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development
of our technologies.

2

reAlpha Nepal’s
Software Development Services

reAlpha
Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha
platform and to third parties. For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing
“Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.” reAlpha Nepal
also provides monthly technology support services to third parties.

AiChat’s Conversational Platform

AiChat provides AI-powered
conversational customer experience platforms in the Asia-Pacific (“APAC”) region. AiChat’s conversational platform enables
businesses to automate and optimize customer service, marketing, and e-commerce processes through the integration of major messaging channels
in the APAC region, including Facebook Messenger, WhatsApp, Instagram, LINE, and KakaoTalk. AiChat also offers customers the ability to
integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them
to sell products via messaging channels such as WhatsApp Pay directly to their customers. Through these capabilities, AiChat is able to
offer customers a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via
its AI agents and chatbot capabilities, to completing the purchase through WhatsApp.

AiChat’s technology
is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa.
The conversational platform incorporates features such as contextual memory, real-time analytics, and personalized messaging to facilitate
customer interactions. Key functionalities of the platform include automated responses, lead qualification, and customer engagement automation.
Further, its recently released next-generation AI agents, which include Voice AI and Agentic AI, can provide human-like interactions and
personalize responses based on the context of previous conversations, remembering customer preferences and past interactions to deliver
more relevant recommendations. With self-learning and multi-turn contextual awareness, AiChat’s next-generation AI agents can scale
human-like interactions while maintaining brand consistency, which we believe can improve customer loyalty and overall customer service
satisfaction.

AiChat generates revenue through
subscription packages of its conversational platforms and next-generation AI agents. These packages are tailored to businesses based on
their size, needs and the volume of customer interactions. AiChat offers flexible pricing models, including monthly and annual subscriptions,
as well as performance-based pricing for specific integrations and services, such as automated marketing campaigns and e-commerce automation.

Our Growth Strategies

Our goal is to develop an
end-to-end platform that streamlines homebuying transactions through integrated brokerage, mortgage brokering, and title services and
utilizes sophisticated AI algorithms and tools that optimize the homebuying process for homebuyers. In order to advance this goal, we
plan to grow our core business operations in the property technology (“proptech”) market by continuously innovating, improving
and expanding the capabilities of our existing technology offerings, including the reAlpha platform, for such market.

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Our growth strategies are
focused on strategically acquiring companies that complement our current offerings and facilitating the development and deployment of
AI-based technologies to serve homebuyers in the real estate industry. We have a strong focus on research and development (“R&D”),
which is pursued through our internal efforts as well as strategic acquisitions of and investments in AI-related companies through a balanced
opportunistic approach that includes (i) organic, (ii) inorganic and (iii) partner-driven components:

●
Organic growth. Achieved through our internal R&D efforts. We are constantly working to improve the reAlpha platform, develop new and refine existing AI-based technologies, such as “Claire,” the AI-powered “Loan Officer Assistant” and “Engagement Agent,” and leverage technology to streamline the homebuying transaction process with the goal of providing our customers with the best possible experience when using our reAlpha platform.

●
Inorganic growth. Achieved through strategic acquisitions of complementary businesses in the real estate and AI industries. Recognizing that the field of AI is rapidly evolving, and to position ourselves as a leader in leveraging AI to drive growth and create value to our stockholders, we actively seek out opportunities to acquire AI-driven technologies that complement our existing capabilities. By strategically integrating these acquisitions into our portfolio of standalone offerings or under the reAlpha platform, we can leverage their capabilities, expertise and intellectual property to accelerate our growth and expand our competitive advantage in the market.

●
Partner-driven growth. Achieved through strategic investments in start-up companies that complement our existing offerings and enhance our AI-centric growth strategy. We pursue investment opportunities in companies whose technologies support innovation across our platform, including areas such as artificial intelligence and cybersecurity. Through these investments, we aim to strengthen our technological capabilities, expand our enterprise and operational capabilities, and enhance the breadth and functionality of the reAlpha platform (see “Research and Development” below).

Deepen our Technology Offerings to Customers

In order to continue innovating,
and in addition to our internal R&D efforts, we target synergistic technologies and businesses in the proptech market, and we expect
that the integration of such technologies and businesses will enable us to continue to grow our customer base and geographical reach and
expand the operational capabilities of our technologies.

We focus on pursuing acquisitions
of mainly revenue-generating entities falling into two primary categories: (i) services and (ii) products.

●
Services. These acquisitions will serve the purpose of solidifying our core business of providing homebuying services through the reAlpha platform. We intend to focus on entities that offer various services related to the homebuying journey, including, but not limited to, mortgage and financing services, title insurance and lookup, moving services and escrow services.

●
Products. We intend to pursue opportunities to acquire proptech companies focused on providing technology or AI solutions for distinct stages of the homebuying process, from property search, to mortgage or financings and post-closing services. We believe these entities will further enhance the reAlpha platform’s capabilities and improve the ability of our loan officers and real estate agents to complete transactions more efficiently, with the goal of offering a comprehensive, end-to-end platform that will streamline the homebuying process for customers.

In addition to pursuing strategic
acquisitions, we have previously made investments in companies offering synergistic technologies. For example, in September 2021, we acquired
a 25% stake in Carthagos Inc. (“Carthagos”), a company that provides services related to branding, marketing, and design.
Additionally, in September 2024, we invested in XMore AI, Inc. (“XMore.AI”), a company that provides AI-driven cybersecurity
solutions that is creating an AI product that consolidates multiple cybersecurity tools into one place, which we expect to integrate in
our business to bolster our cybersecurity efforts in the future. Though such partner-driven growth is no longer the focus of our growth
strategy, these investments reflect our commitment to innovation and the development of AI-based technologies.

4

Our Industry

The real estate market in
the United States continued to be in a period of transition in 2025, adjusting to mortgage rates declining to nearly 6% by year-end amid
moderating inflation and lingering economic uncertainty that continued to pressure affordability and contribute to broader economic uncertainty.
This transition resulted in subdued sales at 30-year lows mainly in the single-family home segment, while multifamily market fundamentals
were supported by continued renter demand and relatively stable occupancy levels. Nevertheless, the proptech market, which refers to the
application of technology solutions within the real estate industry, experienced continued growth during 2025. In addition, because the
proptech market is currently a fragmented landscape, characterized by the presence of thousands of solutions, each addressing a specific
component within the life cycle of a real estate asset, we intend to position ourselves as a leader in that industry by offering homebuyers
an end-to-end platform, the reAlpha platform, that assists and guides homebuyers in every step of the homebuying journey process, including
realty, mortgage brokering, title and escrow services, market insights and other services and offerings provided through the reAlpha platform
and our iOS application (Real Estate Super App).

Proptech Market Recent Trends and Developments

According
to a report by Precedence Research, the total global proptech market size reached $47.08 billion in 2025, and Precedence Research anticipates
that this market may grow to an estimated value of $185.31 billion by 2034. The industry is split into a wide range of categories including
solutions for real estate professionals, financial technology software, brokerage and agent software, construction technologies, property
and facility management, applications for investors and venture capitalists, and climate-related technologies.

The
proptech market includes a wide range of innovative solutions that we believe have the potential to provide significant benefits to real
estate professionals, loan officers and in various aspects of the broader real estate market, including:

●
Increased Efficiency. Proptech solutions can streamline processes such as property search, transaction management, document collection, borrower communication and scheduling, potentially leading to cost savings and improved operational efficiency for all its intended users, such as buyers, sellers, real estate agents and loan officers.

●
Enhanced Transparency. Technologies like virtual tours and data analytics platforms can increase transparency for buyers and sellers, allowing for more informed decision-making.

●
Improved Accessibility. Proptech platforms can make access to the real estate market easier, particularly for first-time buyers or those in remote locations.

●
Disruption of Traditional Models. Proptech has the potential to disrupt traditional brokerage models, with online platforms offering more cost-effective alternatives.

5

Macroeconomic
factors also play a major role in the demand and financing for real estate services, and, in turn, a demand for solutions provided by
proptech, which include:

●
Interest Rates. In 2025, the United States Federal Reserve (the “Federal Reserve”) initially maintained the federal funds target range at 4.25%–4.50% through mid-year, including at the January and July meetings, before implementing a series of reductions in the latter part of the year, lowering the range to 4.00%–4.25% in September, 3.75%–4.00% in October and 3.50%–3.75% in December. Following these interest rate reductions, mortgage application activity showed periodic increases in late 2025 and early 2026, with industry data indicating that overall mortgage application volumes increased by more than 20% on a week-over-week basis during early January 2026 and purchase mortgage applications increased by mid-teen percentages from prior levels. In addition, mortgage applications for new home purchases increased by approximately 2.5% on a year-over-year basis towards the end of 2025, reflecting modest improvement in new home purchase activity toward year-end. Despite these increases, mortgage application levels remained below longer-term historical averages, even as affordability metrics showed signs of improvement, reflecting that affordability conditions had not yet returned to levels sufficient to support a full recovery in mortgage demand.

●
Inflation. Inflation continued to affect the purchasing power of homebuyers through 2025, influencing housing affordability, monthly payment burdens, and broader household budgeting considerations relevant to home purchase decisions. According to the U.S. Bureau of Labor Statistics, the Consumer Price Index for all items increased by 2.7% throughout 2025, reflecting a moderation in inflation compared to prior years but remaining above the Federal Reserve’s long-term target. While easing inflationary pressures and declining interest rates towards the end of 2025 provided some relief to prospective homebuyers, elevated prices for housing, goods, and services continued to impact consumers’ savings capacity and affordability considerations for individuals evaluating homeownership.

●
Maturing Debt. According to S&P Global Market Intelligence reports from late 2025, approximately $936 billion of U.S. commercial real estate mortgages mature in 2026, up 18.6% from 2025. The effect of this debt maturing could lead to significant challenges and impacts on the commercial real estate market and financial sector. This substantial amount of debt maturing in a single year raises concerns about the refinancing of properties purchased at lower mortgage rates, potential increase in loan default levels and broader economic repercussions. For instance, the maturity of such a large volume of commercial real estate debt can strain borrowers who may face difficulties refinancing or repaying these loans, potentially leading to an increase in defaults.

●
Economic Uncertainty. Recent economic indicators reflect continued uncertainty in the U.S. economic environment, including moderated economic growth, easing but still elevated inflation levels, and financial conditions that remain restrictive relative to historical norms. While inflationary pressures moderated during 2025, elevated price levels and borrowing costs continued to affect consumer purchasing power and spending behavior. In addition, labor market conditions showed signs of gradual cooling, and business and consumer sentiment remained sensitive to changes in monetary policy, financial market conditions, and broader macroeconomic developments. Recent trade policy actions, including the imposition or continuation of tariffs on certain goods, have also contributed to cost pressures and uncertainty for consumers and businesses. Collectively, these factors contribute to ongoing uncertainty in interest-rate-sensitive sectors such as housing and may affect homebuyer confidence, transaction activity, and demand for technology-enabled real estate solutions, as consumers may remain cautious when making large financial commitments amid evolving economic conditions.

●
Cyclicality and Seasonality. Residential real estate activity in the United States is inherently cyclical and exhibits seasonal patterns. Transaction volumes and financing activity generally fluctuate in response to broader economic conditions, including changes in interest rates, inflation, employment trends, and consumer confidence, and tend to vary over economic cycles. In addition, residential real estate markets historically experience higher levels of activity during the spring and summer months and lower levels of activity during the fall and winter months. These cyclical and seasonal characteristics are widely observed across the housing industry and influence overall market activity and transaction dynamics.

Real Estate Market Recent Trends and
Developments

The
real estate market in 2025 experienced changes primarily influenced by ongoing economic conditions, elevated mortgage rates, and a constrained
housing supply. Despite persistent high mortgage rates, which averaged between 6% and 7% for much of the year, demand for single-family
homes remained relatively stable, contributing to a modest increase in U.S. home prices of approximately 1.7% year-over-year. Existing
home sales activity, however, remained near historical lows, with total transactions hovering around four million units, reflecting continued
affordability pressures and limited turnover among existing homeowners.

6

At
the same time, market conditions in 2025 reflected a slower home sales transaction rate and increasing time on market as affordability
pressures persisted. According to national housing inventory data, the median number of days that homes remained on the market increased
to approximately 73 days by the end of 2025, compared with shorter listing times in prior years, indicating reduced transaction urgency.
Active housing inventory also grew during the year, with Realtor.com reporting a double-digit year-over-year increase in listings, although
total supply remained below long-term historical levels, thereby limiting significant downward pressure on prices. These trends, combined
with a higher incidence of price adjustments in specific markets, underscored a slower overall market pace and more balanced market conditions
relative to recent years.

Technological
advances continued to reshape the real estate landscape in 2025. For instance, the integration of digital tools such as virtual listing,
viewing and online closings became increasingly common, streamlining the buying and selling process. This trend not only enhanced accessibility
but also catered to changing consumer expectations for convenience and efficiency in real estate transactions. Furthermore, legislative
changes aimed at increasing the housing supply, including new regulations supporting accessory dwelling units, are expected to provide
more affordable options for buyers in the coming years.

Overall,
the real estate market in 2025 reflected a combination of price stability, moderated demand, and continued affordability challenges amid
evolving economic and market conditions. As we move forward, understanding these dynamics will be crucial for adapting strategies and
offerings within the market.

Research and Development

The industry in which we operate
and compete is subject to rapid technological developments, evolving industry standards, changes in customer requirements and competitive
new products and features. As a result, we believe our success, in part, will depend on our ability to build and enhance our technology
and AI capabilities in a timely and efficient manner and to develop and introduce those technologies. To achieve these objectives, we
have made research and development investments and acquisitions to facilitate the development of our technologies, and we may explore
in the future third-party licensing agreements.

As an example, we acquired
reAlpha Nepal in May 2024, a company that provides services related to the development of technology, AI and applications, as well as
other technology support as needed. reAlpha Nepal, to date, has assisted us in research and development of our proprietary algorithms
and other technologies. Additionally, through investments, we collaborate with other companies. For instance, in September 2021, we acquired
a 25% stake in Carthagos. Carthagos provides services related to branding, marketing and design. Additionally, in September 2024, we invested
in XMore.AI, a company that provides AI-driven cybersecurity solutions that is creating an AI product that consolidates multiple cybersecurity
tools into one place, which we expect to integrate in our business to bolster our cybersecurity efforts in the future. These smaller investments
and acquisitions serve as the initial steps towards expanding our footprint and realizing our vision for growth.

To further facilitate our
research and development efforts, as well as business operations, in 2021 we opened reAlpha Techcorp Private Limited (“reAlpha India”),
our international office located in Bengaluru, India operating under our majority-owned subsidiary. reAlpha India provides back-office
support such as marketing, finance and accounting services.

Competition and Competitive Strengths

We face competition from different
sources in our technology services segment. We believe that we will continue to face competition from other companies, including large
technology companies and smaller, new real estate technology entrants while developing our AI-based technologies.

Real Estate Technology Market

The market in which we operate
our business is rapidly evolving, competitive and has relatively low barriers to entry. As a result, there are a number of established
and emerging competitors in the proptech market. For instance, we would face competition from other real estate platform companies such
as Opendoor Technologies Inc. (NASDAQ: OPEN) (“Opendoor”), Offerpad Solutions Inc. (NYSE: OPAD), Zillow (NASDAQ: Z) (“Zillow”),
Rocket Mortgage, LLC (NYSE: RKT) (“Rocket Mortgage”) and Homes.com, as well as a range of emerging new entrants such as Tryhoma,
Linkhome AI and FlyHomes, Inc. (“Flyhomes”). These platforms offer a variety of solutions and services to homebuyers, and
we may compete with these companies in both the real estate mortgage brokerage industry or real estate technology market.

7

Key factors that affect our competitive position
in the real estate technology market include:

●
our technology’s features, quality and functionality being developed;

●
security and trust;

●
geographic availability of our real estate services; and

●
brand quality and recognition.

We believe that our principal
competitive advantage is the vertical integration of real estate brokerage, mortgage brokering, title and escrow services within a single
AI-powered platform – namely, the reAlpha platform. The reAlpha platform is designed to provide an end-to-end homebuying experience
that enables a homebuyer to search for a property, obtain mortgage financing, and close title and escrow services through a unified workflow.
Through our subsidiaries and acquired businesses, we currently hold real estate brokerage licenses in 13 U.S. states and Washington, D.C.,
mortgage brokerage licenses in 31 U.S. states, and title agency licenses in 3 U.S. states. If the proposed acquisition of InstaMortgage
is consummated, we expect to add direct mortgage lending capabilities, which we believe would further differentiate our business by allowing
us to capture origination revenue in addition to brokerage fees. We also offer eligible homebuyers the current commission rebate, which
allows eligible homebuyers to receive a portion of the broker commission as a credit at closing. We believe this rebate is responsive
to increasing customer demand for transparency in real estate transaction costs following the implementation of practice changes in connection
with the National Association of Realtors® (“NAR”) settlement.

In addition, “Claire,”
our proprietary customer-facing digital homebuying concierge, is integrated into the reAlpha platform to provide real-time buyer support
by answering questions and guiding users through each step of the homebuying journey, which we believe will improve customer engagement
relative to traditional brokerage models. Our internal AI-powered “Loan Officer Assistant” and “Engagement Assistant”
are designed to enhance the productivity of our loan officers and reduce administrative burdens. The “Loan Officer Assistant”
automates the classification, extraction, and validation of borrower documents and serves as a quality-control layer that flags inconsistencies
before files advance to underwriting, which we believe reduces manual review time per loan and allows loan officers to dedicate more time
to customer-facing activities. Our internal AI-powered “Engagement Assistant” integrates with our customer relationship management
system to automate lead intake, borrower qualification, appointment scheduling, and personalized follow-up communications, enabling timely
initial outreach to prospective borrowers and consistent engagement informed by borrower intent signals. We believe these AI-powered tools
address a critical gap in the mortgage origination process, as industry research suggests that response time is a significant driver of
borrower conversion, and our AI-enabled workflow is designed to ensure that qualified leads receive prompt attention and are efficiently
routed to licensed loan officers.

“Claire,” the
internal AI-powered “Loan Officer Assistant” and the internal AI-powered “Engagement Agent” are intended to reduce
customer acquisition costs, improve lead-to-close conversion rates, and create a more streamlined homebuying process for customers and
a differentiated recruitment proposition for experienced loan officers. However, many of our current and potential competitors have significantly
greater financial, technical, marketing, and other resources than we do, and there can be no assurance that we will be able to compete
effectively or that our competitive advantages will be sustained.

As we navigate the competitive
landscape, we remain committed to continuously enhancing our technology offerings, fortifying our security measures, and leveraging the
advantages of AI-based technologies.

8

Intellectual Property

We
are currently developing multiple technologies. Rights to those technologies belong only to us. To protect our intellectual property,
we have filed for trademarks and patents, when possible, and protect our intellectual property as trade-secrets where meaningful patent
protection cannot be achieved.

As
of the date hereof, we have registered trademarks for “ReAlpha,” “Invest in Real,” “P PREVU” and
“Real Estate Super App.” We permitted the lapse of our “No Fees, Just Keys” U.S. trademark in August 2025, amongst
others, following changes to our business model. Our non-provisional patent for “reAlpha BRAIN” filed on September 14, 2022,
has also been abandoned; but we may apply for other patents in the future.

Trademarks

Our
U.S. trademark registrations and applications are reflected in the chart below. We are also using certain other marks that have not been
registered, such as reAlpha AI. We may choose to add new or retire old trademarks for our technologies as we continue to grow our business.

U.S. Trademark Registrations and Applications(1)

Mark
Class(es)
Serial No.
Filing

Date
Status
Next

Deadline(2)
Applicant/Registrant

ReAlpha
036, 037
90670051
2021-04-25
Registered
2027-11-30
reAlpha Tech Corp.

Invest in real
036
90796901
2021-06-26
Registered
2028-04-12
reAlpha Tech Corp.

P PREVU
036, 041
97072174
2021-10-13
Registered
2028-05-30
Prevu, Inc.

Real Estate Super App
009
99349494
2025-08-21
Registered
2032-02-10
reAlpha Tech Corp.

(1)
The trademarks listed represent our material trademark registrations and pending applications. The table is not intended to be a comprehensive list of all trademark applications or registrations. We may pursue additional trademark applications or discontinue use of certain marks in the ordinary course of business.

(2)
A trademark registration does not expire after a set period of time, and may remain in effect as long as the owner continues to use the trademark in commerce and timely files the required registration maintenance documents.

Patents

We
may apply for patents when applicable to try to protect intellectual property related to our technologies, algorithms and platforms.

Trade Secrets and Contractual Protections

Beyond formal registrations,
we protect our proprietary methodologies, AI models, algorithms, and strategic data assets through strict internal controls. These protections
include confidentiality agreements, employee invention assignment agreements, and non-disclosure agreements with business partners.

We recognize that the technology
landscape is rapidly evolving, and as such, we remain committed to strengthening and expanding our intellectual property portfolio. By
continuously developing, acquiring, and protecting our proprietary assets, we aim to maintain a competitive advantage while supporting
the long-term growth of our business.

9

Sales and Marketing

We have a dedicated marketing
department responsible for various aspects of our marketing initiatives and strategies. Our marketing department’s primary responsibilities
include:

●
managing all advertising and content creation efforts, including the development and execution of targeted marketing campaigns. The marketing department works closely with internal teams and external agencies to create engaging and informative content that showcases our value proposition, products, and services. This content is distributed through various channels, such as social media, email marketing, and paid advertising, to reach a wide audience;

●
collaborating with the technology team to ensure optimal product design and user experience, tailoring the products and services to effectively meet customer needs and expectations;

●
managing and maintaining our corporate website, ensuring a seamless digital experience for users; and

●
overseeing the press team and lead efforts to build and strengthen our brand. This includes crafting compelling narratives, managing media relations, and generating positive coverage of our business.

Governmental Regulation

We
operate in heavily regulated industries that are highly focused on consumer protection. This extensive regulatory framework includes U.S.
federal, state and local laws and regulations, and corresponding governmental authorities, such as federal and state agencies, that have
broad oversight, supervision, and enforcement authority over our business. We are also regulated by private real estate groups and/or
trade organizations.

The
descriptions below are summaries only and are qualified in their entirety by reference to the full text of the laws and regulations discussed.
For additional information on government regulation, including without limitation, government regulation related to AI, cybersecurity
and data privacy, see “Risk Factors––Risks Related to Our Business and Operations” and “––Risks
Related to Our Technologies and Industry” herein.

Regulation of Realty
Brokerage Services

Several federal laws and regulations
govern the real estate brokerage business, including the Fair Housing Act (“FHA”), the Americans with Disabilities Act and
the Real Estate Settlement Procedures Act of 1974 (as amended, “RESPA”). The FHA, which applies to real estate brokers and
agents, prohibits discriminating or expressing any preference based on race, religion, sex, disability, and certain other protected characteristics
in the purchase or sale of home. The FHA applies broadly to many forms of advertising and communications. RESPA and similar state anti-kickback
statutes require lenders, mortgage agents, and servicers of home loans to timely provide consumers certain disclosures relating to the
nature and costs of the real estate settlement services (e.g., real estate brokerage services, mortgage loan origination, title insurance,
escrow and closing services), including the disclosure of certain relationships and financial interests in providers of real estate settlement
services if a referral is made. RESPA and state anti-kickback statutes also generally prohibit the provision of things of value such as
cash rebates, gifts and other inducements, if doing so is part of an agreement or understanding that settlement services business be referred.
While the Consumer Financial Protection Bureau (the “CFPB”) enforces RESPA in accordance with the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the “Dodd-Frank Act”), state authorities also have certain RESPA enforcement rights. RESPA compliance
is of significant importance to us and our integrated services business.

In addition to the federal
regulation, real estate brokerage businesses are also regulated at the state level by agencies dedicated to real estate matters or professional
services. While real estate brokerage licensing laws vary from state to state, individuals and entities acting as real estate brokers
or salespersons generally must be licensed in each state where they operate. In all states, licensed agents must be affiliated with a
broker of record, managing broker, designated broker or similar licensee to engage in licensed real estate brokerage activities. Generally,
a brokerage must obtain a corporate real estate broker license, although in some jurisdictions the licenses are personal to individual
brokers. The broker of record in all jurisdictions must actively supervise the individual licensees and the brokerage’s activities
within the applicable jurisdiction.

All licensed market participants,
whether individuals or entities, must follow the jurisdiction’s real estate licensing laws and regulations. These laws and regulations
generally detail minimum duties, obligations, and standards of conduct, including requirements related to contracts, disclosures, record-keeping,
local offices, trust funds, agency representation, advertising, and fair housing. In each of the jurisdictions where our business operates,
we have designated a properly licensed broker as the broker of record and, where required, we also hold a corporate real estate broker’s
license.

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Beyond federal, state and
local governmental regulations, the real estate industry is subject to rules established by private real estate groups and/or trade organizations,
including, among others, state Associations of REALTORS®, and local Associations of REALTORS®, NAR, and local Multiple Listing
Services (“MLS”). “REALTOR” and “REALTORS” are registered trademarks of NAR.

Each private real estate group
generally has prescribed policies, bylaws, codes of ethics or conduct, and fees and rules governing the actions of members in dealings
with other members, customers and the public, as well as how the organization’s brand and services may or might not be deployed
or displayed.

Regulation of Mortgage
Brokering Services

Our
mortgage business is required to be licensed in all 31 U.S. states in which it operates and to comply with the respective laws and regulations
of each such jurisdiction, as well as with applicable judicial and administrative decisions. The licensing process includes the submission
of an application to the relevant state agency, a character and fitness review of key individuals, registration of application and documentation
through the Nationwide Multistate Licensing System and Registry (“NMLS”) or the applicable state mortgage regulator to ensure
compliance with the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, and an administrative review of our business operations.

In
addition, the government-sponsored enterprises Fannie Mae and Freddie Mac and the Federal Housing Finance Agency, Ginnie Mae, the Federal
Trade Commission (“FTC”), the U.S. Department of Housing and Urban Development, including the Federal Housing Administration,
the CFPB, non-agency securitization trustees and others subject us to periodic reviews and audits.

The
comprehensive body of federal, state, and local laws to which our mortgage brokerage business is subject to is continually evolving and
developing. Our mortgage business must comply with a number of federal, state and local consumer protection laws including, among others,
the Truth in Lending Act (“TILA”), RESPA, the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting
Act (“FCRA”), the FHA, the Gramm-Leach-Bliley Act of 1999 (“GLBA”), the Electronic Fund Transfer Act, and the
Homeowners Protection Act. The Dodd-Frank Act also increased regulation of the mortgage industry, including: (i) generally prohibiting
lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based
on verified and documented information; (ii) requiring the CFPB to enact regulations to help assure that consumers are provided with timely
and understandable information about residential mortgage loans that protect them against unfair, deceptive and abusive practices; and
(iii) requiring federal regulators to establish minimum national underwriting guidelines for residential mortgages.

Under
the Dodd-Frank Act, the CFPB is authorized to engage in rulemaking and examination activity with respect to consumer financial products
and services (including mortgage finance) and to enforce compliance with federal consumer financial laws, including TILA and RESPA. The
CFPB has issued myriad rules, including TILA-RESPA Integrated Disclosure rules, which impose significant obligations on our mortgage business.
The CFPB has been active in supervision and enforcement and continues to adopt new and amend existing regulations within its purview.

In
addition, the manner in which we may advertise our business, operations and the reAlpha platform, among others, in various media channels
may also be regulated by the Mortgage Acts and Practices Advertising Rule, which prohibits deceptive or false mortgage advertising.

Regulation of Digital
Title and Escrow Services

Through our subsidiary Hyperfast,
we provide digital title and escrow services in three U.S. states. Title insurance and escrow/settlement services typically require licensure
and are heavily regulated, often through a state’s insurance regulator or other regulatory body. In a number of states, insurance
rates are either promulgated by the state directly or are required to be filed with each state by the agent or underwriter. Some states
also promulgate the split of title insurance premiums between the agent and underwriter.

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As part of the licensing process,
states may also mandate certain minimum financial requirements for net worth and working capital. In some states, no person may acquire
control, directly or indirectly, of a title company unless the person has provided required information to, and the acquisition is approved
or not disapproved by, the relevant regulator. Additionally, some states have “controlled business” statutes which generally
require that a title agent seek or obtain a certain amount of business from unaffiliated brokerages.

Foreign Laws and Regulations

Furthermore,
our acquisitions of reAlpha Nepal and AiChat have made us subject to certain foreign laws, regulations and rules which have additional
and distinct oversight, supervision, and enforcement requirements. As an example, in many cases, our products and services are or may
in the future be subject to U.S. export control laws and regulations and subject to trade and economic sanctions maintained by the Office
of Foreign Assets Control (“OFAC”). We are also subject to export control and trade sanctions laws and regulations in the
European Union (the “EU”), Singapore and other jurisdictions in which we and our subsidiaries may operate. As such, an export
license may be required to export or re-export our technology and services to certain countries or end-users, or for certain end-uses,
especially AI technologies, such as those involving sensitive customer data or proprietary algorithms. If we were to fail to comply with
such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws or regulations in other jurisdictions,
we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers
for willful violations, and the possible loss of our export or import privileges.

Our international presence also subjects us to additional employment,
tax, data protection, and intellectual property risks, including risks related to permanent establishment, misclassification, and inconsistent
enforcement across jurisdictions, which could increase our operating costs, expose us to penalties, or impair our ability to operate efficiently.

We
continue to work diligently to assess and understand the implications of the regulatory environment in which we operate and the regulatory
changes that we are facing. We devote substantial resources to regulatory compliance, including operational and system costs, while at
the same time striving to meet the needs and expectations of our customers.

Human Capital

We believe that our long-term
success is dependent upon attracting, developing and retaining talented employees, and maintaining a culture that allows each employee
to do their best work. We value integrity, accountability, collaboration, creativity, respect and transparency as central to our core
values.

As of December 31, 2025, we
had 54 full-time employees in the United States, 32 full-time employees in Nepal, 14 full-time employees in Singapore, and 13 full-time
employees in India.

National Loan Officer Recruitment Program

In December 2025, reAlpha
Mortgage, our mortgage brokering subsidiary, launched a national Loan Officer Recruitment Program designed to attract experienced, high-producing
residential mortgage loan officers across the United States. The program offers equity-based compensation in the form of restricted stock
unit (“RSU”) awards, granted pursuant to the 2022 Equity Incentive Plan (as amended and as may be further amended from time
to time, the “2022 Plan”), to eligible loan officers with verified trailing twelve-month production who join reAlpha Mortgage.
RSU awards vest over a four-year period, subject to continued employment and other conditions, and are intended to align the interests
of recruited loan officers with our long-term growth objectives. In addition to equity incentives, the program provides recruited loan
officers with access to in-house lead generation, comprehensive onboarding and product training (including specialized training for VA
lending), and our internal AI-powered tools, including our proprietary “Loan Officer Assistant” and our “Engagement
Assistant,” which are designed to streamline document workflows, enhance lead qualification and follow-up, and reduce administrative
overhead. We believe this recruitment program will support our goal of scaling mortgage origination volume, expanding our licensed loan
officer network, and strengthening the integration of our real estate and mortgage operations.

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