As filed with the Securities and Exchange Commission on November 17, 2023
Registration No. 333-275604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
reAlpha Tech Corp.
(Exact name of registrant as specified in governing instruments)
6515 Longshore Loop, Suite 100
Dublin, OH 43017
(707) 732-5742
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Tel.: (707) 732-5742
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
|
Nimish Patel, Esq. Blake Baron, Esq. Gabriel Miranda, Esq. Mitchell Silberberg & Knupp LLP 437 Madison Ave., 25th Floor New York, New York 10022 Tel.: (212) 509-7239 |
Barry I. Grossman Sarah E. Williams Matthew Bernstein Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Tel: (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-275604) of reAlpha Tech Corp. is being filed for the sole purpose of filing an updated Exhibit 107 in the Exhibit Index attached hereto. Accordingly, Part I and Part II, Items 31 through 35, of the form of the prospectus have been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 36. Exhibits and Financial Statement Schedules.
| (a) | Exhibits |
The following documents are filed as exhibits to this registration statement.
II-1
| * | Previously filed. |
| ** | Filed herewith. |
| *** | To be filed by amendment. |
| + | Indicates management contract or compensatory plan or arrangement. |
| # | Schedules, exhibits and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
| (b) | Financial statement exhibits. |
No financial statement schedules are provided because the information called for is not required or is shown in the consolidated financial statements or related notes.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the registration statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dublin, Ohio, on November 17, 2023.
| REALPHA TECH CORP. | ||
| By: | /s/ Giri Devanur | |
| Giri Devanur | ||
| Chief Executive Officer, President and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the registration statement has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.
| Signature | Title | Date | ||
| /s/ Giri Devanur | Chief Executive Officer, President and Director | November 17, 2023 | ||
| Giri Devanur | (principal executive officer) | |||
| /s/ Michael J. Logozzo | Chief Financial Officer | November 17, 2023 | ||
| Michael J. Logozzo | (principal financial and accounting officer) | |||
| * | Director | November 17, 2023 | ||
| Dimitrios Angelis | ||||
| * | Director | November 17, 2023 | ||
| Brian Cole | ||||
| * | Director | November 17, 2023 | ||
| Monaz Karkaria | ||||
| * | Director | November 17, 2023 | ||
| Balaji Swaminathan | ||||
| * /s/ Giri Devanur | Attorney-in-Fact | November 17, 2023 | ||
| Giri Devanur |
II-3
Exhibit 107
Calculation of Filing Fee Table
Form S-11
(Form Type)
reAlpha Tech Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Maximum Aggregate Offering Price (1)(3) | Fee Rate | Amount of Registration Fee | |||||||||||||||
| Fees Previously Paid | Equity | Common Units, each consisting of: | Other | — | — | — | ||||||||||||||
| Fees Previously Paid | Equity | (i) one share of common stock, par value $0.001 per share, or one Pre-Funded Warrant to purchase one share of common stock; and (2)(3) | 457(o) | $ | 20,000,000 | 0.0.0001476 | $ | 2,952 | ||||||||||||
| Fees Previously Paid | Equity | (ii) one and a half Warrants to purchase one and a half shares of common stock, par value $0.001 per share (4) | 457(g) | — | — | — | ||||||||||||||
| Fees Previously Paid | Equity | Common stock, par value $0.001 per share, underlying Warrants | 457(o) | $ | 30,000,000 | 0.0.0001476 | $ | 4,428 | ||||||||||||
| Fees Previously Paid | Equity | Common stock, par value $0.001 per share, underlying Pre-Funded Warrants(2) | Other | — | — | — | ||||||||||||||
| Fees Previously Paid | Equity | Common Stock, par value $0.001 per share, underlying Pre-Funded Warrants (2)(3)(4) | Other | — | — | — | ||||||||||||||
| Total Offering Amounts | $ | 50,000,000 | $ | 7,380 | ||||||||||||||||
| Total Fees Previously Paid | 7,380 | |||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||
| Net Fee Due | $ | 0 | ||||||||||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | The registrant may issue Pre-Funded Units in the offering in lieu of Units. The purchase price of each Pre-Funded Unit will equal the price per Unit at which Units are being sold to the public in this offering, minus the pre-funded portion of the exercise price. |
| (3) | The proposed maximum aggregate offering price of the Units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Units offered and sold in the offering, and as such the proposed maximum offering price of the common stock and Pre-Funded Warrants (including the common stock issuable upon exercise of the Pre-Funded Warrants) if any, is $20,000,000, assuming no exercise of the Warrants issued in this offering. |
| (4) | No fee pursuant to Rule 457(g) of the Securities Act. |