{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-092326","form_type":"8-K","ticker":"AIRE","cik":"0001859199","company_name":"reAlpha Tech Corp.","filed_at":"2023-12-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.152751+00:00","generated_at":"2026-06-07T18:54:50.503151+00:00","sec_items":["1.01","3.02","8.01","9.01","2.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"reAlpha Tech to acquire AI studio Naamche for 225k shares plus up to $500k cash","bullets":["Consideration: 225,000 restricted shares (3-yr vesting) + up to $450k contingent cash for U.S. Naamche; $50k cash for Nepal Naamche.","Naamche brings a team of 25 engineers specializing in AI/ML, data engineering, and digital marketplace creation for real estate.","Founder/CEO Ramesh Pathak will continue as President of Naamche and report to reAlpha CEO Giri Devanur.","Closing subject to Nepalese regulatory approval and customary conditions; reAlpha already owns 25% of U.S. Naamche."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-092326","json":"https://secwatch.observer/filing/0001213900-23-092326.json","markdown":"https://secwatch.observer/filing/0001213900-23-092326.md","text":"https://secwatch.observer/filing/0001213900-23-092326.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1859199/000121390023092326/0001213900-23-092326-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1859199/000121390023092326/ea189441-8k_realphatech.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T18:54:50.503151+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7387908845b88a1e7280624255d47caed4291c2c","claim":"reAlpha Tech Corp. entered into Stock Purchase Agreement with Naamche, Inc. Pvt. Ltd., the selling shareholders, and Ramesh Pathak as Sellers’ Representative valued at $50,000 in cash (effective 2023-12-03).","evidence_excerpt":"Concurrently with the execution of the First Purchase Agreement, the Company also entered into a Stock Purchase Agreement, dated as of December 3, 2023 (the “Second Purchase Agreement,” and together with the First Purchase Agreement, the “Purchase Agreements”), by and among the Company, Naamche, Inc. Pvt. Ltd., a corporation formed in the country of Nepal, (“Nepal Naamche,” and together with U.S. Naamche, “Naamche”), the Sellers and the Sellers’ Representative, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of capital stock of Nepal Naamche","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1859199/000121390023092326/0001213900-23-092326-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Naamche, Inc. Pvt. Ltd., the selling shareholders, and Ramesh Pathak as Sellers’ Representative"},{"label":"Value","value":"$50,000 in cash"},{"label":"Effective","value":"2023-12-03"}],"fact_type":"material_agreement"},{"claim_id":"bdd64ef3437dd068586b1b6c3912deb4f869c984","claim":"reAlpha Tech Corp. entered into Stock Purchase Agreement with Naamche, Inc., the selling shareholders of U.S. Naamche, and Ramesh Pathak as Sellers’ Representative valued at 225,000 shares of restricted common stock and $450,000 in cash contingent on revenue targets (effective 2023-12-03).","evidence_excerpt":"On December 3, 2023, reAlpha Tech Corp. (the “Company”) entered into a Stock Purchase Agreement, dated as of December 3, 2023 (the “First Purchase Agreement”), by and among the Company, Naamche, Inc., a Delaware corporation and artificial intelligence (“AI”) studio (“U.S. Naamche”), the selling shareholders of U.S. Naamche identified therein (each a “Seller,” and, collectively, the “Sellers”), and Ramesh Pathak as the representative of the Sellers (the “Sellers’ Representative”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of capital stock of U.S. Naamche not already owned by the Company","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1859199/000121390023092326/0001213900-23-092326-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Naamche, Inc., the selling shareholders of U.S. Naamche, and Ramesh Pathak as Sellers’ Representative"},{"label":"Value","value":"225,000 shares of restricted common stock and $450,000 in cash contingent on revenue targets"},{"label":"Effective","value":"2023-12-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}