Financial Analysis

Note 4 - Business Combinations For comprehensive information regarding acquisitions completed in the fiscal year ended December 31, 2025, please refer to Note 5 - Business Combinations included in the Form 10-K. There were no acquisitions completed during the three months ended March 31, 2026. Acquisitions during the year ended December 31, 2025 Acquisition and Rescission of GTG Financial, Inc. In February 2025, the Company acquired 100% of the issued and outstanding shares of common stock of GTG Financial, Inc. (GTG Financial), a mortgage brokerage company. The total purchase consideration was up to $4,200,000, consisting of Series A Preferred Stock, restricted shares of common stock, deferred cash consideration, and potential earn-out payments subject to the achievement of certain financial metrics. The Company recorded goodwill of approximately $1.96 million following measurement period adjustments, primarily attributable to expected synergies and future growth opportunities. Subsequently, GTG Financial exercised its right to rescind the Securities Purchase Agreement. In accordance with ASC 810, Consolidation, the rescission was accounted for as a deconsolidation, and the Company recognized a gain on deconsolidation of $94,071. GTG Financials assets, liabilities, equity balances, and results of operations were removed from the Companys financial statements as of the Rescission Date. Acquisition of Prevu, Inc. In November 2025, the Company completed the acquisition of Prevu …

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Note 12 - Commitments and Contingencies GEM Agreement Pursuant to the terms of the GEM Agreement, we are required to indemnify GEM for any losses it incurs as a result of a breach by us of our representations and warranties and covenants under the GEM Agreement or for any misstatement or omission of a material fact in a registration statement registering those shares pursuant to the GEM Agreement. Also, GEM is entitled to be reimbursed for legal or other costs or expenses reasonably incurred in investigating, preparing, or defending against any such loss. To date, we have not raised any capital pursuant to the GEM Agreement, and we may not raise any capital pursuant to the GEM Agreement prior to its expiration. Restrictions arising under the terms of our future financings may also affect our ability to raise capital pursuant to the GEM Agreement. The Company cannot reasonably estimate the potential losses, if any, with respect to the GEM Agreement or the related litigation. Indemnification Agreements The Company maintains indemnification agreements with its directors and officers that may require the Company to indemnify these individuals against liabilities that arise by reason of their status or service as directors or officers, except as prohibited by law. Contingent Consideration and Compensation The Company is party to acquisition-related agreements with the former owners of reAlpha Mortgage that include contingent consideration arrangements based on the achievement of s …

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The following table presents our revenue disaggregated by revenue type: For the three months ended March 31, 2026 For the three months ended March 31, 2025 Technology Services $ 263,589 $ 173,565 Homebuying Services 577,473 752,070 Total $ 841,062 $ 925,635 For the three months ended March 31, 2026 For the three months ended March 31, 2025 Services transferred at a Point in time Services transferred Over time Services transferred at a Point in time Services transferred Over time Technology Services $ 60,768 $ 202,821 $ 95,258 $ 78,307 Homebuying Services 577,473 - 752,070 - Total $ 638,241 $ 202,821 $ 847,328 $ 78,307

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Note 6 - Goodwill and Intangible Assets Goodwill and intangible assets are primarily the result of business acquisitions. Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of December 31, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. As of March 31, 2026, the carrying amount of goodwill was $7,459,125, consisting of $1,798,892 attributable to the technology services segment and $5,660,233 attributable to the homebuying services segment. There were no additions, impairments, or other changes to the carrying amount of goodwill during the three months ended March 31, 2026. For a detailed discussion of goodwill activity, including acquisitions and measurement period adjustments recorded during the year ended December 31, 2025, refer to Note 8 - Goodwill and Intangible Assets included in the Form 10-K. The components of intangible assets as of March 31, 2026, all of which are finite-lived, are as follows: March 31, 2026 December 31, 2025 Gross value Amortization Net value Gross value Amortization Net value Definite-life Intangibles: Developed technology $ 2,089,977 $ (108,214 ) $ 1,981,763 $ 2,444,960 $ (371,457 ) $ 2,073,503 Trademarks and trade names 2,166,653 (47,676 ) 2,118,977 2,301,1 …

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Recent Accounting Pronouncements Accounting Pronouncements Issued and Not yet Adopted In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement Reporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures. The Company does not expect the adoption of this standard to have a material impact on its financial statements, but it will require additional disclosures. In September 2025, the FASB issued ASU No. 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The amendments in ASU 2025-06 modernize the accounting for internal-use software development costs by removing references to software development stages and instead requiring entities to begin capitalizing costs when management has authorized and committed to funding the project and it is probable that the …

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Note 7 - Related Party Transactions a. Summary of Short-Term Loans - Related Parties Short-term loans from related parties consist of unsecured loans obtained from related parties to support the Companys operating and working capital requirements. These loans carry interest rates of approximately 12.07% as of March 31, 2026. As of March 31, 2026, short-term loans from related parties consisted of $38,542 due to Kester Poh, AiChats Chief Executive Officer, and $40,406 due to Balaji Swaminathan, a member of the Companys Board of Directors, resulting in total short-term debt of $72,046, net of an aggregate interest reserve of $6,902..As of December 31, 2025, short-term loans from related parties totaled $96,997, net of an interest reserve of $10,412, resulting in total short-term debt of $86,585. On March 9, 2026, the Company hired Payton Cuddy, the son-in-law of Mr. Swaminathan, as a Senior Marketing Manager. Mr. Cuddy is employed on an at-will basis with an annual base salary of $125,000 plus an annual cash bonus equal to 10% of the base salary, plus eligibility for standard employee benefits and participation in the Companys 2022 Equity Incentive Plan (as amended, the 2022 Plan), on the same basis as other employees in similar positions. For the three months ended March 31, 2026, the Company paid approximately $7,612 in salary and benefits to Mr. Cuddy under this arrangement. Short-term loans from related parties as of March 31, 2026, and December 31, 2025, are summarized as …

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Note 14 - Revenue Revenue is disaggregated by reportable segment, consistent with how the Company manages its operations and evaluates performance. See Note 13 Segment Reporting for additional information regarding the Companys reportable segments. Disaggregation of Revenue Revenue from Contracts with Customers and Performance Obligations The Company recognizes revenue in accordance with ASC 606, by identifying the contract with a customer, determining the distinct performance obligations within the contract, allocating the transaction price to those performance obligations, and recognizing revenue when (or as) control of the promised goods or services transfers to the customer. AiChat generates revenue from subscription-based access to its AI conversational customer experience platform and related consulting and implementation services. Subscription revenue is recognized over time over the contractual term. Consulting and implementation revenues are recognized either at a point in time or over time depending on the nature of the services provided. reAlpha Mortgage generates revenue from mortgage brokerage commissions earned upon the successful funding of residential mortgage loans. Revenue is recognized at a point in time upon loan funding. reAlpha Nepal generates revenue from technology development and related support service contracts. Revenue is recognized over time as services are performed. Prevu generates revenue from brokerage commissions earned upon the successful co …

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Note 13 - Segment Reporting The Company operates through two reportable segments: homebuying services and technology services. The homebuying services segment includes the Companys residential real estate brokerage, mortgage brokerage, and related settlement services operations. The technology services segment includes the Companys AI-powered customer experience platform and software development and support services provided to third parties. The Companys Chief Executive Officer is the chief operating decision maker (CODM). The CODM evaluates segment performance and allocates resources based on segment revenue and segment adjusted operating income. There were no changes to the Companys reportable segments or the basis of measurement used by the CODM during the three months ended March 31, 2026. The following table presents information about the Companys reportable segments for the three months ended March 31, 2026 and 2025, along with the items necessary to reconcile segment information to the accompanying consolidated financial statements: For the Three Months Ended March 31, 2026 2025 Revenue by segment Technology Services $ 263,589 $ 173,565 Homebuying Services 577,473 752,070 Consolidated revenue 841,062 925,635 Segment cost of revenues Technology Services 39,953 49,805 Homebuying Services 248,844 357,163 Consolidated segment cost of revenues 288,797 406,968 Segment operating expenses Wages, benefits and payroll taxes Technology Services 294,588 167,815 Homebuying Service …

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Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and entities that the Company holds a controlling financial interest of, and those in which it owns more than 50% of the voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules and regulations of the SEC applicable to interim financial reporting on Form 10-Q. Accordingly, they do not include all disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation have been included. The unaudited condensed consolidated balance sheet as of December 31, 2025, has been derived from the Companys audited consolidated financial statements included in the Form 10-K. This summary of significant accounting policies is presented to assist in understanding the Companys financial statements. These account …

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Note 15 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that these unaudited condensed consolidated financial statements were available to be issued. Based upon this review, except as noted below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Reverse Stock Split On March 30, 2026, the Board approved a 1-for-25 reverse stock split of the Companys outstanding common stock, which is expected to become effective on April 30, 2026, subject to the filing and effectiveness of an amendment to the Companys Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware. The reverse stock split was previously approved by the Companys stockholders at the 2025 annual meeting of stockholders. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing