reAlpha Tech Corp. Enters into Letter of Intent to Acquire United Software Group

Acquisition is expected to advance reAlpha’s offerings by integrating IT infrastructure to current and future AI product development and deployment

reAlpha Tech Corp. (“reAlpha” or the “Company”) (Nasdaq: AIRE), a real estate technology company focused on developing, utilizing and commercializing real estate-focused artificial intelligence (“AI”) to drive efficiency, sustainability and growth, announced today that it has signed a letter of intent (the “LOI”) to acquire United Software Group (“USG”), an Ohio-based privately-held, multi-industry information technology (“IT”) consulting company operating on a global scale (the “Acquisition”). Acquiring USG will serve to advance reAlpha’s strategy to propel the digitization of the real estate industry through the development and deployment of innovative AI solutions.

Under the terms of the LOI, reAlpha intends to acquire USG through a combination of common stock and cash, some of which cash payments are subject to performance-based earn-out measures. The Acquisition is anticipated to close in the first quarter of 2024 and closing will be subject to the negotiation of the definitive agreement to be entered into in connection with the Acquisition, foreign regulatory approval, other customary closing conditions and potential stockholder approval to the extent required by the Nasdaq Listing Rules.

Founded in 2002, USG evolved from a start-up to its current position as a global IT consulting services and workforce management company with diversified revenue streams. USG’s specialized consulting services include data engineering, backend architecture and product development, which we believe will be highly complementary to, and will facilitate reAlpha’s long-term plan to become a leader in the creation, implementation and deployment of AI solutions for real estate. USG is led by its founder and CEO Anju Vallabhaneni, an experienced entrepreneur in the technology industry, and, upon closing, the Acquisition will add more than 2,000 full-time and contract workers to reAlpha’s workforce. reAlpha believes that the Acquisition will provide significant synergetic contributions to our existing portfolio of technologies, in addition to providing immediate contribution to reAlpha’s revenues.

“Our planned acquisition and integration of USG is a strategic leap forward for reAlpha, serving as a catalyst to further enhance our engineering and AI capabilities, while amplifying our talent pool in this competitive AI-industry landscape,” said Giri Devanur, reAlpha’s founder and CEO. “We believe this synergistic, revenue-producing transaction further propels us towards a future where innovation is not just a goal, but a pivotal new standard in our industry.”

Mr. Vallabhaneni added, “Our journey began as a small private company 21 years ago to a global player on pace to generate over $80 million in gross revenue in 2023. Today, we take an exciting step in our journey to partner with a Nasdaq listed public company.” By joining forces with reAlpha, we believe we are well-positioned to innovate the real estate industry in a way that resonates on a global scale.”

Upon the close of the Acquisition, it is expected that USG will become a wholly-owned subsidiary of reAlpha with Mr. Vallabhaneni to continue serving as USG’s CEO. For additional details concerning the terms of the LOI, please reference the Company’s quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 18, 2023.

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is a real estate technology company with a mission to develop, utilize and commercialize real-estate focused artificial intelligence to drive efficiency, sustainability and growth. Founded with a focus on short-term rental properties, reAlpha’s strategy involves developing and buying technologies aimed at democratizing access to this asset class. In addition to providing individual investors with access to short-term rentals, reAlpha plans to make some of its technologies available for commercial use on a licensing fee basis, pay-per-use basis or other fee arrangements. For more information about reAlpha, visit www.realpha.com.

About United Software Group

USG is a global information technology consulting company founded in 2002 and headquartered in Dublin, Ohio. USG operates across six countries including the United States, Mexico, Canada, United Kingdom, Ireland and India. For more than 21 years, USG has served its global clients with IT solutions, product development, SAP and ERP-based solutions and data engineering spanning multiple industries including banking and finance, insurance, manufacturing, healthcare, retail, life sciences, automotive, telecom and infrastructure. As a proud “Minority-Owned Enterprise,” USG has been recognized multiple times by Inc. 5000 as one of America’s “Fastest Growing Private Companies”.

Forward-Looking Statements

The information in this press release includes “forward-looking statements”. Forward-looking statements include, among other things, statements about: the Acquisition, which is subject to further negotiations related to the definitive agreement to be entered into by reAlpha and USG in connection with the Acquisition, the satisfaction of customary closing conditions and potential stockholder approval; reAlpha’s ability to anticipate the future needs of the short-term rental market; future trends in the real estate, technology and artificial intelligence (“AI”) industries, generally; and reAlpha’s future growth strategy and growth rate. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; reAlpha’s ability to commercialize its developing AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to integrate the business of USG into its existing business and the anticipated demand for USG’s services; the actual results of operations from USG during the 2023 calendar year and the impact on reAlpha’s financial statements; the inability to maintain and strengthen reAlpha’s brand and reputation; the inability to accurately forecast demand for short-term rentals and AI-based real estate focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s U.S. Securities and Exchange Commission (“SEC”) filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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