Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the resignation of Brian Cole, as described in more detail in Item 5.02 of this Current Report on Form 8-K (this "Form 8-K"), a vacancy was created on the audit committee (the "Audit Committee") of the Board of Directors (the "Board") of reAlpha Tech Corp. (the "Company"), resulting in there being two members of the Audit Committee (the "Vacancy"). Nasdaq Listing Rule 5605(c)(2)(A) requires that the Company have an Audit Committee composed of three members that satisfy certain criteria for service on the committee.

On February 6, 2026, the Company notified Nasdaq of its non-compliance with Nasdaq Rule 5605(c)(2)(A) as a result of the Vacancy and its intent to rely on the cure period provided to the Company by Nasdaq Rule 5605(c)(4)(B). The Company intends to appoint to the Audit Committee a third director who satisfies the criteria for service on the Audit Committee by the earliest of (i) Company's next annual meeting of stockholders and (ii) 180 days after the effectiveness of Mr. Cole's resignation.