UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously reported, on November 1, 2024, reAlpha Tech Corp. (the “Company”) commenced an action (the “Action”) against GEM Yield Bahamas Limited (“GYBL”) in the United States District Court for the Southern District of New York (the “Court”). In the Action, the Company asserted two causes of action against GYBL: (1) rescission of certain warrants issued to GYBL (the “Warrants”) pursuant to a Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and among the Company, GYBL and GEM Global Yield LLC SCS (collectively, “GEM”), which Warrants were issued pursuant to Section 29(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for unlawfully effecting the Warrants as an unregistered dealer; and (2) in the alternative, a declaratory judgment that the exercise price adjustment formula set forth in the Warrants is governed by the terms provided in the Warrants, rather than the formula set forth in the GEM Agreement.
On January 17, 2025, GEM moved to dismiss the Company’s complaint, and, on March 14, 2025, the Court granted GEM’s motion to dismiss the Company’s complaint relating to the Action. As of the date of this Current Report on Form 8-K, there has been no adjustment to the exercise price of the Warrants in connection with the Court’s dismissal of the Company’s complaint, and the Company’s position regarding the Warrants, including the exercise price and subsequent adjustments thereof, remains the same pending resolution of this dispute with GEM.
The Company is currently evaluating the Court’s decision and all legal rights available to it, including, but not limited to, appealing the Court’s decision to the United States Court of Appeals for the Second Circuit. There is no assurance that any such appeal would be successful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 17, 2025 | reAlpha Tech Corp. | |
| By: | /s/ Giri Devanur | |
| Giri Devanur | ||
| Chief Executive Officer | ||
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