8-K/A: reAlpha Tech Corp. Amends 8-K Filing for InstaMortgage Acquisition

reAlpha Tech Corp. files an amendment to its Form 8-K to correct an inadvertent reference in an auditor's report related to the acquisition of InstaMortgage Inc.

Summary

• This filing is an amendment (Amendment No. 2) to a previous Form 8-K report concerning reAlpha Tech Corp.'s acquisition of InstaMortgage Inc.
• The amendment is solely to correct an inadvertent reference to government auditing standards in the Basis for Opinion paragraph of FM Financial Services LLC's audit report for InstaMortgage.
• The correction does not alter FM Financial Services LLC's audit opinion or the financial statements themselves.
• The filing also includes the audited consolidated financial statements of InstaMortgage Inc. for the year ended December 31, 2025, the period of August 1, 2024, to December 31, 2025, and the year ended July 31, 2024.
• An updated consent from FM Financial Services LLC is also filed.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, primarily due to the completion of the InstaMortgage acquisition and the inclusion of its financial data, despite the amendment being for a technical correction.

Positives

• The acquisition of InstaMortgage Inc. by reAlpha Tech Corp. was completed on August 19, 2026.
• The audited financial statements of InstaMortgage Inc. for key periods are now included, providing transparency into the acquired entity's financial health.
• The amendment addresses a minor technicality without impacting the substance of the audit opinion or financial data.

Negatives

• The need for an amendment indicates a minor oversight in the initial filing process.
• The financial statements of InstaMortgage Inc. show a net loss for the year ended July 31, 2024 ($1,211,086).

Risks

• The mortgage industry is subject to risks from interest rate increases and depressed housing markets, which can severely impact revenue.
• InstaMortgage Inc. has concentrated its credit risk for cash by maintaining deposits in financial institutions that may exceed FDIC insurance limits.
• Failure to maintain minimum capital requirements by InstaMortgage Inc. could impact its ability to originate loans or borrow funds.

Future Outlook

The filing itself does not contain forward-looking statements or guidance from reAlpha Tech Corp. It is an amendment to a previous report detailing an acquisition and providing historical financial information for the acquired entity.

Management Comments

• Michael J. Logozzo, Chief Executive Officer of reAlpha Tech Corp., signed the report, indicating management's acknowledgment of the filing.
• The filing notes that the correction in the auditor's report does not affect FM Financial Services LLC's opinion or the financial statements.

Industry Context

StockSavvy.ai notes that this filing pertains to the mortgage origination sector, which is highly sensitive to interest rate fluctuations and housing market conditions. The inclusion of InstaMortgage's financials provides insight into a player within this dynamic industry.

Comparison to Industry Standards

• The financial statements of InstaMortgage Inc. show a net loss for the year ended July 31, 2024, which may be below industry averages for profitable mortgage originators, depending on market conditions during that period.
• InstaMortgage Inc.'s adjusted net worth of $1,268,856 as of December 31, 2025, exceeds the minimum capital requirements for HUD ($1,000,000) and Lender 1 ($500,000) warehouse lenders, indicating compliance with key regulatory and lending standards.
• The company's reliance on warehouse lines of credit, with $9,794,470 advanced as of December 31, 2025, against a total available credit of $21,000,000, is a common practice in the industry for funding loan originations.

Related Party Transactions

• During the year ended July 31, 2024, InstaMortgage, Inc. provided a short-term loan of $45,000 to an officer, which was repaid in full.

Stakeholder Impact

• Shareholders of reAlpha Tech Corp. gain visibility into the financial performance of the newly acquired InstaMortgage Inc.
• Creditors and warehouse lenders of InstaMortgage Inc. are impacted by the company's financial health and its ability to meet capital requirements.
• Employees of InstaMortgage Inc. are now part of reAlpha Tech Corp., with potential impacts on their roles and benefits.

Next Steps

• The filing itself does not outline specific next steps for reAlpha Tech Corp. beyond the correction of the filing.
• The acquisition of InstaMortgage Inc. was completed on August 19, 2026, as previously reported.

Key Dates

Keywords

acquisition, merger, financial statements, mortgage origination, amendment, auditor's report, InstaMortgage, reAlpha Tech Corp.