reAlpha Tech Corp. (NasdaqCM:AIRE) entered into a Stock Purchase Agreement to acquire the remaining 75% stake in Naamche, Inc. from Ramesh Pathak, Barun Pandey, and Saramsha Dotel for $1.9 million on December 3, 2023. Under the terms of the transaction, 225,000 shares of reAlpha's restricted common stock, to be issued by reAlpha within 9 months from the closing date and $450,000 in cash, payable in the 3 years following the Closing Date based on the achievement of specified revenue-based targets. The Shares will be subject to vesting over a 3 year period commencing from the date of issuance. As of December 3, 2023, reAlpha owned 25% stake in Naamche. Concurrently, reAlpha 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. Naamche will integrate into reAlpha?s larger operational framework, aligning the strengths of both companies.

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 transaction is subject to satisfaction or waiver of all of the closing conditions set out in the related transaction of Naamche, Inc. Pvt. Ltd. and the Naamche, Inc. Pvt. Ltd. transaction is subject to 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.