AIRE · 10-Q · 2026Q1 · Full report

Proposed Merger with InstaMortgage

reAlpha Tech Corp. · 2026-04-28 · Importance 75 · Surprise 60 · In source text

On December 19, 2025 the company entered into a Merger Agreement to acquire InstaMortgage for aggregate consideration of $8.5 million subject to closing adjustments, consisting of $500,000 cash on closing, $1.5 million in common stock issued on closing (VWAP-based), and $6.5 million payable bi-annually over three years in cash or stock at the purchaser’s discretion. The Merger Sub will merge into InstaMortgage with InstaMortgage surviving as a wholly-owned subsidiary upon closing; closing is subject to customary conditions including receipt of Regulatory Approvals. The transaction is expected to close in Q2 2026 and the filing notes $0.5 million cash consideration is being held in escrow as of March 31, 2026. These structured payments and regulatory closing conditions create both near-term escrowed cash obligations and multi-year contingent cash/stock financing exposure for the company.

Key facts

• Proposed acquisition of InstaMortgage total consideration approximately $8.5 million, consisting of $500,000 cash on closing, $1,500,000 in shares on closing, and $6,500,000 payable in bi-annual payments over three years following closing either in cash or shares at company's sole discretion. source
• The Proposed Merger with InstaMortgage is expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions. source
• The Proposed Merger Merger Agreement with InstaMortgage was entered into on December 19, 2025. source
• In connection with the proposed acquisition of InstaMortgage, the company will be required to pay approximately $0.5 million in cash and issue approximately $1.5 million in shares if consummated. source
• $500,000 cash consideration for InstaMortgage is being held in escrow as of March 31, 2026. source

Impact estimates