---
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"
generated_at: "2026-06-07T18:54:50.503151+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# reAlpha Tech to acquire AI studio Naamche for 225k shares plus up to $500k cash

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01, 2.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-092326
- JSON: https://secwatch.observer/filing/0001213900-23-092326.json
- Plain text: https://secwatch.observer/filing/0001213900-23-092326.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Naamche, Inc. Pvt. Ltd., the selling shareholders, and Ramesh Pathak as Sellers’ Representative
  - Value: $50,000 in cash
  - Effective: 2023-12-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1859199/000121390023092326/0001213900-23-092326-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Naamche, Inc., the selling shareholders of U.S. Naamche, and Ramesh Pathak as Sellers’ Representative
  - Value: 225,000 shares of restricted common stock and $450,000 in cash contingent on revenue targets
  - Effective: 2023-12-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1859199/000121390023092326/0001213900-23-092326-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.