reAlpha Tech Corp. (NasdaqCM:AIRE) entered into a Stock Purchase Agreement to acquire Naamche, Inc. Pvt. Ltd from Ramesh Pathak, Barun Pandey, and Saramsha Dotel for $0.05 million on December 3, 2023. The purchase price is payable in cash. Concurrently, reAlpha entered into a Stock Purchase Agreement to acquire Naamche, Inc. from Ramesh Pathak, Barun Pandey, and Saramsha Dotel in exchange for 225,000 shares of restricted common stock of reAlpha Tech Corp. to be issued to the sellers within 9 months from the closing date of the acquisitions and $0.45 million in cash, payable in the 3 year period following the closing date based on the achievement of specified revenue-based targets. Naamche will integrate into reAlpha?s larger operational framework, aligning the strengths of both companies. As a result of the acquisitions, both Naamche, Inc. Pvt. Ltd and Naamche, Inc. will become wholly-owned subsidiaries of reAlpha Tech Corp.Upon completion of the acquisition, Naamche?s founder and Chief Executive Officer, Ramesh Pathak, will continue to lead Naamche as President and will report to Giri Devanur, Chief Executive Officer of reAlpha.

The closing of the acquisitions is subject to the satisfaction or waiver of certain closing conditions set out in the purchase agreements, which with respect to the Naamche, Inc. Pvt. Ltd purchase agreement, includes the receipt of regulatory approval from the Department of Industries of Nepal. The transaction was approved by reAlpha?s Board of Directors. Nimish Patel of Mitchell Silberberg & Knupp LLP is acting as legal advisor to reAlpha.