Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | reAlpha Tech Corp. |
Document Type | S-11/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001859199 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Current Assets | ||||
Cash | $ 4,838,146 | $ 6,456,370 | $ 1,256,868 | $ 2,072,090 |
Restricted cash | 23,311 | |||
Accounts receivable | 12,167 | 30,630 | 68,120 | 133,816 |
Prepaid expenses | 217,303 | 242,795 | 3,061,196 | 111,944 |
Other current assets | 672,287 | 670,499 | 250,680 | 14,897 |
Total current assets | 5,739,903 | 7,400,294 | 4,657,738 | 2,356,058 |
Property and Equipment, at cost | ||||
Property and equipment, net | 27,894 | 328,539 | 2,185,992 | 3,816,149 |
Other Assets | ||||
Investments | 115,000 | 115,000 | 115,000 | 115,000 |
Other long term assets | 281,250 | 406,250 | ||
Intangible assets, net | 933,532 | 997,962 | ||
Goodwill | 17,337,739 | 17,337,739 | 5,135,894 | |
Capitalized software development - work in progress | 936,785 | 839,085 | 8,998,755 | 599,459 |
TOTAL ASSETS | 25,372,103 | 27,424,869 | 21,093,379 | 6,886,666 |
Current Liabilities | ||||
Accounts payable | 433,612 | 461,875 | 412,947 | 81,377 |
Settling subscriptions, net of offering costs | 3,773,097 | |||
Mortgage loans, net | 1,222,000 | 2,229,162 | ||
Related party payables | 9,800 | |||
Other loans | 118,809 | 190,095 | ||
Notes payable | 5,850,000 | 6,000,000 | ||
Deferred liabilities, current portion | 593,750 | |||
Accrued expenses | 520,142 | 817,114 | 195,299 | 121,362 |
Total current liabilities | 1,082,363 | 1,469,084 | ||
Long-Term Liabilities | ||||
Deferred liabilities | 1,000,000 | 1,000,000 | ||
Mortgage loans | 247,000 | 247,000 | ||
Total liabilities | 2,082,363 | 2,716,084 | 7,927,246 | 12,204,998 |
Stockholders’ Equity (Deficit) | ||||
Preferred stock, value | ||||
Common stock, value | 44,123 | 44,123 | 42,523 | 8,634 |
Additional paid-in capital | 36,899,497 | 36,899,497 | 24,107,159 | 192,490 |
Accumulated deficit | (13,656,865) | (12,237,885) | (10,986,162) | (5,533,053) |
Total stockholders’ equity (deficit) of reAlpha Tech Corp. | 23,286,755 | 24,705,735 | 13,163,520 | (5,331,929) |
Non-controlling interests in consolidated entities | 2,985 | 3,050 | 2,613 | 13,597 |
Total stockholders’ equity (deficit) | 23,289,740 | 24,708,785 | 13,166,133 | (5,318,332) |
TOTAL LIABILITIES AND STOCKOLDERS’ EQUITY | $ 25,372,103 | 27,424,869 | 21,093,379 | 6,886,666 |
Related Parties | ||||
Current Assets | ||||
Receivable from related parties | 20,874 | |||
Previously Reported | ||||
Current Liabilities | ||||
Total current liabilities | 2,062,834 | $ 7,680,246 | $ 12,204,998 | |
Long-Term Liabilities | ||||
Deferred liabilities | $ 406,250 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Statement of Financial Position [Abstract] | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 50,000,000 |
Common stock, shares outstanding | 44,122,091 | 44,122,091 | 42,522,091 | 8,634,210 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Income Statement [Abstract] | |||||
Revenues | $ 20,426 | $ 111,451 | $ 121,690 | $ 419,412 | $ 305,377 |
Cost of revenues | 18,249 | 70,775 | 94,665 | 293,204 | 167,193 |
Gross Profit | 2,177 | 40,676 | 27,025 | 126,208 | 138,184 |
Operating Expenses | |||||
Wages, benefits and payroll taxes | 418,902 | 204,196 | 710,737 | 1,114,403 | 1,177,110 |
Repairs & maintenance | 749 | 4,461 | 51,436 | 24,794 | 47,601 |
Utilities | 1,663 | 5,173 | 12,321 | 32,456 | 49,058 |
Travel | 46,964 | 41,961 | 45,276 | ||
Dues & subscriptions | 12,360 | 20,038 | 24,581 | 98,309 | 105,047 |
Marketing & advertising | 77,362 | 89,099 | 193,612 | 2,002,884 | 2,569,730 |
Professional & legal fees | 468,725 | 325,161 | 4,619,480 | 1,483,889 | 712,322 |
Depreciation & amortization | 71,453 | 48,003 | 289,067 | 157,802 | 151,478 |
Other operating expenses | 211,497 | 96,476 | 419,137 | 160,050 | 154,780 |
Total operating expenses | 1,309,675 | 834,568 | 6,365,647 | 5,074,587 | 4,967,126 |
Operating Loss | (1,307,498) | (793,892) | (6,338,622) | (4,948,379) | (4,828,942) |
Other Income (Expense) | |||||
Interest income | 357 | 544 | 557 | 147 | |
Other income | 31,392 | 90 | 89,860 | 53,093 | 34,853 |
Gain on sale of myAlphie | 5,502,774 | ||||
Interest expense | (10,802) | (41,812) | (70,676) | (169,776) | (177,273) |
Other expense | (132,494) | (29,843) | (230,866) | (387,321) | (420,797) |
Total other income (expense) | (111,547) | (71,021) | 5,291,649 | (504,004) | (563,070) |
Net Loss before income taxes | (1,419,045) | (864,913) | (1,046,973) | (5,452,383) | (5,392,012) |
Income tax expense | (204,286) | ||||
Net Loss | (1,419,045) | (864,913) | (1,251,259) | (5,452,383) | (5,392,012) |
Less: Net Loss Attributable to Non-Controlling Interests | (65) | (191) | 464 | 726 | (12,642) |
Net Loss Attributable to Controlling Interests | $ (1,418,980) | $ (864,722) | $ (1,251,723) | $ (5,453,109) | $ (5,379,370) |
Net loss per share — basic (in Dollars per share) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.13) | |
Net loss per share — diluted (in Dollars per share) | $ (0.03) | $ (0.02) | $ (0.03) | $ (0.13) | |
Weighted-average outstanding shares — basic (in Shares) | 44,122,091 | 40,839,051 | 42,688,666 | 40,439,190 | |
Weighted-average outstanding shares — diluted (in Shares) | 44,122,091 | 40,839,051 | 42,688,666 | 40,439,190 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | ReAlpha Tech Corp. and Subsidiaries Equity | Non- Controlling Interests | Total |
Balance at Apr. 30, 2021 | $ 8,624 | $ 92,500 | $ (153,683) | $ (52,559) | $ 24,929 | $ (27,630) |
Balance (in Shares) at Apr. 30, 2021 | 8,624,210 | |||||
Net loss | (5,379,370) | (5,379,370) | (12,642) | (5,392,012) | ||
Shares issued through Reg A offering | $ 10 | 99,990 | 100,000 | 100,000 | ||
Shares issued through Reg A offering (in Shares) | 10,000 | |||||
RTC India - Non controlling interest | 1,310 | 1,310 | ||||
Balance at Apr. 30, 2022 | $ 8,634 | 192,490 | (5,533,053) | (5,331,929) | 13,597 | (5,318,332) |
Balance (in Shares) at Apr. 30, 2022 | 8,634,210 | |||||
Net loss | (5,453,109) | (5,453,109) | 726 | (5,452,383) | ||
Shares issued through Reg A offering | $ 896 | 8,954,474 | 8,955,370 | 8,955,370 | ||
Shares issued through Reg A offering (in Shares) | 895,537 | |||||
Reg A offering costs | (777,466) | (777,466) | (777,466) | |||
Distribution to syndicate members | (46,587) | (46,587) | (12,351) | (58,938) | ||
Shares issued for acquisition of Rhove | $ 1,312 | 13,118,938 | 13,120,250 | 13,120,250 | ||
Shares issued for acquisition of Rhove (in Shares) | 1,312,025 | |||||
Shares issued for services | $ 305 | 3,044,985 | 3,045,290 | 3,045,290 | ||
Shares issued for services (in Shares) | 304,529 | |||||
Shares issued in former parent | $ 543 | 149,457 | 150,000 | 150,000 | ||
Shares issued in former parent (in Shares) | 543,420 | |||||
RTC India - Non controlling interest | 641 | 641 | ||||
Cancellation of shares in the former parent | $ (9,167) | (241,957) | (251,124) | (251,124) | ||
Cancellation of shares in the former parent (in Shares) | (9,167,630) | |||||
Recapitalization of shares | $ 40,000 | 410,000 | 450,000 | 450,000 | ||
Recapitalization of shares (in Shares) | 40,000,000 | |||||
Downstream merger transaction | (697,175) | (697,175) | (697,175) | |||
Balance at Apr. 30, 2023 | $ 42,523 | 24,107,159 | (10,986,162) | 13,163,520 | 2,613 | 13,166,133 |
Balance (in Shares) at Apr. 30, 2023 | 42,522,091 | |||||
Balance at Dec. 31, 2022 | $ 9,376 | 6,979,840 | (9,775,175) | (2,785,959) | 1,814 | (2,784,145) |
Balance (in Shares) at Dec. 31, 2022 | 9,376,400 | |||||
Net loss | (864,722) | (864,722) | (191) | (864,913) | ||
Shares issued through Reg A offering | $ 154 | 1,435,826 | 1,435,980 | 1,435,980 | ||
Shares issued through Reg A offering (in Shares) | 153,697 | |||||
Reg A offering costs | (79,379) | (79,379) | (79,379) | |||
Distribution to syndicate members | (13,375) | (13,375) | 3,292 | (10,083) | ||
Shares issued for acquisition of Rhove | $ 1,312 | 13,118,938 | 13,120,250 | 13,120,250 | ||
Shares issued for acquisition of Rhove (in Shares) | 1,312,025 | |||||
Shares issued for services | $ 305 | 3,044,985 | 3,045,290 | 3,045,290 | ||
Shares issued for services (in Shares) | 304,529 | |||||
Shares issued in former parent | $ 543 | 149,457 | 150,000 | 150,000 | ||
Shares issued in former parent (in Shares) | 543,420 | |||||
RTC India - Non controlling interest | 641 | 641 | ||||
Cancellation of shares in the former parent | $ (9,167) | (241,957) | (251,124) | (251,124) | ||
Cancellation of shares in the former parent (in Shares) | (9,167,630) | |||||
Recapitalization of shares | $ 40,000 | 410,000 | 450,000 | 450,000 | ||
Recapitalization of shares (in Shares) | 40,000,000 | |||||
Downstream merger transaction | (697,175) | (697,175) | (697,175) | |||
Balance at Mar. 31, 2023 | $ 42,523 | 24,107,160 | (10,639,897) | 13,509,786 | 5,556 | 13,515,342 |
Balance (in Shares) at Mar. 31, 2023 | 42,522,441 | |||||
Balance at Apr. 30, 2023 | $ 42,523 | 24,107,159 | (10,986,162) | 13,163,520 | 2,613 | 13,166,133 |
Balance (in Shares) at Apr. 30, 2023 | 42,522,091 | |||||
Net loss | (1,251,723) | (1,251,723) | 464 | (1,251,259) | ||
Reg A offering costs | (562) | (562) | (562) | |||
Shares issued through follow on listing | $ 1,600 | 3,898,898 | 3,900,498 | 3,900,498 | ||
Shares issued through follow on listing (in Shares) | 1,600,000 | |||||
Issuance of warrants | 4,099,502 | 4,099,502 | 4,099,502 | |||
Issuance of stock options for Rhove acquisition | 5,462,000 | 5,462,000 | 5,462,000 | |||
Follow on listing offering costs | (667,500) | (667,500) | (667,500) | |||
RTC India - Non controlling interest | (27) | (27) | ||||
Balance at Dec. 31, 2023 | $ 44,123 | 36,899,497 | (12,237,885) | 24,705,735 | 3,050 | 24,708,785 |
Balance (in Shares) at Dec. 31, 2023 | 44,122,091 | |||||
Net loss | (1,418,980) | (1,418,980) | (65) | (1,419,045) | ||
RTC India - Non controlling interest | ||||||
Balance at Mar. 31, 2024 | $ 44,123 | $ 36,899,497 | $ (13,656,865) | $ 23,286,755 | $ 2,985 | $ 23,289,740 |
Balance (in Shares) at Mar. 31, 2024 | 44,122,091 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (1,419,045) | $ (864,913) | $ (1,251,259) | $ (5,452,383) | $ (5,392,012) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 71,453 | 48,003 | 289,067 | 157,802 | 151,478 |
Non cash commitment fee expense | 125,000 | 3,045,290 | |||
Gain on sale of properties | (31,378) | (85,077) | (22,817) | (34,853) | |
Gain on sale of myAlphie | (5,502,774) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 18,463 | (2,972) | 37,490 | 65,696 | (133,816) |
Receivable from related parties | 20,874 | (20,874) | |||
Payable to related parties | 9,800 | ||||
Prepaid expenses | 25,492 | 23,563 | (226,889) | 96,038 | |
Other current assets | (1,788) | (155,410) | (419,849) | (81,689) | (116,754) |
Accounts payable | (28,263) | (553,142) | 48,928 | 235,433 | 81,377 |
Deferred liabilities | 593,750 | ||||
Accrued expenses | (296,972) | (81,047) | 621,815 | 60,741 | 67,773 |
Total adjustments | (108,193) | (721,005) | (1,577,375) | 490,330 | 15,205 |
Net cash used in operating activities | (1,527,238) | (1,585,918) | (2,828,634) | (4,962,053) | (5,376,807) |
Cash Flows from Investing Activities: | |||||
Proceeds from sale of properties | 731,343 | 1,539,997 | 1,691,644 | ||
Additions to property, plant & equipment | 78,000 | (12,926) | (40,840) | 19,721 | (4,386,691) |
Other investment | (115,000) | ||||
Cash paid to acquire business | (25,000) | (50,000) | (25,000) | ||
Capitalized software development - work in progress | (97,700) | (101,047) | (134,400) | (452,451) | (597,676) |
Net cash provided by (used in) investing activities | (19,700) | (138,973) | 506,103 | 1,082,267 | (3,407,723) |
Cash Flows from Financing Activities: | |||||
Proceeds from issuance of debt, net | 190,095 | 247,000 | 7,923,351 | ||
Payments of debt | (71,286) | (1,071,709) | (1,420,987) | ||
Deferred financing costs | (92,288) | ||||
Proceeds from issuance of common stock | 282,577 | (562) | 4,282,274 | 98,253 | |
Proceeds from issuance of common stock - Follow on | 7,332,500 | ||||
Settling subscription issuance of common stock contributions | 4,273,098 | ||||
Offering costs paid on issuance of common stock | (416,312) | (500,000) | |||
Net cash provided by (used in) financing activities | (71,286) | 282,577 | 7,522,033 | 3,041,253 | 10,281,427 |
Net increase (decrease) in cash | (1,618,224) | (1,442,314) | 5,199,502 | (838,533) | 1,496,897 |
Cash - Beginning of Period | 6,456,370 | 2,989,782 | 1,256,868 | 2,095,401 | 598,504 |
Cash - End of Period | 4,838,146 | $ 1,547,468 | 6,456,370 | 1,256,868 | 2,095,401 |
Reconciliation of Cash | |||||
Cash | $ 4,838,146 | 6,456,370 | 1,256,868 | 2,072,090 | |
Restricted cash | 23,311 | ||||
Total cash | $ 6,456,370 | $ 1,256,868 | $ 2,095,401 |
Organization and Description of
Organization and Description of Business | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization and Description of Business [Abstract] | ||
Organization and Description of Business | Note 1 - Organization and Description of Business ReAlpha Tech Corp. and Subsidiaries (“we,” “us,” “our,” the “Company” or the “Registrant”) were initially incorporated with the name reAlpha Asset Management, Inc. in the State of Delaware on April 22, 2021. Initially, our asset-heavy operational model centered on using proprietary AI tools for real estate acquisition, converting properties into short-term rentals, and offering fractional interests to investors. However, due to current macroeconomic challenges like higher interest rates and inflated property prices, we’ve suspended real estate acquisition operations. Our new focus is on advancing and refining our AI technologies for commercial applications to generate revenue Transactions between entities under common control are accounted for in a manner similar to the pooling of-interest method. Thus, the financial statements of the commonly controlled entities would be consolidated, retrospectively, as if the transaction had occurred at the beginning of the period. As a result, the assets and liabilities and the historical operations reflected in the Company’s financial statements are those of reAlpha Tech Corp and subsidiaries and reAlpha Asset Management, Inc. recorded at historical cost basis. The historical shareholders’ equity of the accounting acquirer prior to the merger is retroactively reclassified for the equivalent number of shares received in the merger after giving effect to any difference in par value of the company’s and the accounting acquirer’s stock by an offset in paid in capital. The Company’s head office is located at 6515 Longshore Loop, Suite 100 — Dublin, OH 43017. | Note 1 - Organization and Description of Business ReAlpha Tech Corp. and Subsidiaries (“we,” “us,” “our,” the “Company” or the “Registrant”) were initially incorporated with the name reAlpha Asset Management, Inc. in the State of Delaware on April 22, 2021. Initially, our asset-heavy operational model centered on using proprietary AI tools for real estate acquisition, converting properties into short-term rentals, and offering fractional interests to investors. However, due to current macroeconomic challenges like higher interest rates and inflated property prices, we’ve suspended real estate acquisition operations. Our new focus is on advancing and refining our AI technologies for commercial applications to generate revenue On March 21, 2023, reAlpha Tech Corp (the Parent) merged with reAlpha Asset Management, Inc. (the Subsidiary) in a short-form merger in accordance with Section 253 of the Delaware General Corporate Law (“DGCL”) (the “Downstream Merger”), resulting in reAlpha Asset Management, Inc. becoming the surviving corporation and gaining access to reAlpha Tech Corp.’s technology and intellectual property. Prior to the merger, the Parent owned over 90% of the Subsidiary’s shares. The merger enables reAlpha Asset Management, Inc. to provide customers with a broader range of AI (Artificial Intelligence) solutions for various industries. Following the merger, reAlpha Asset Management, Inc. changed its name to reAlpha Tech Corp. As the former reAlpha Tech Corp shareholders owned a majority of the common stock of reAlpha Asset Management, Inc. the Downstream Merger is deemed a common control transaction. Transactions between entities under common control are accounted for in a manner similar to the pooling of-interest method. Thus, the financial statements of the commonly controlled entities would be consolidated, retrospectively, as if the transaction had occurred at the beginning of the period. As a result, the assets and liabilities and the historical operations reflected in the Company’s financial statements are those of reAlpha Tech Corp and subsidiaries and reAlpha Asset Management, Inc. recorded at historical cost basis. The historical shareholders’ equity of the accounting acquirer prior to the merger is retroactively reclassified for the equivalent number of shares received in the merger after giving effect to any difference in par value of the company’s and the accounting acquirer’s stock by an offset in paid in capital. On March 24, 2023, the Company acquired Roost Enterprises, Inc. (“Rhove”), a leading provider of real estate technology solutions. The Rhove acquisition includes technology developed for the purpose of syndicating real estate properties for investment by retail and institutional investors (the “Syndication Platform”). Pursuant to the Stock Purchase Agreement entered into in connection with the Rhove acquisition (the “Stock Purchase Agreement”) among the Company, Rhove and certain investor sellers in Rhove (the “Sellers”), we acquired all the intellectual property related to the Syndication Platform and other related intangible property and proprietary information of Rhove. The Company’s head office is located at 6515 Longshore Loop, Suite 100 — Dublin, OH 43017. On December 12, 2023, the Company’s board of directors approved a change in the Company’s fiscal year end from April 30 of each year to December 31 of each year, effective as of December 31, 2023. Accordingly, the Company is issuing audited financial statements in connection with the preparation of the Company’s Annual Report on Form 10-KT for the eight-month transition period from May 1, 2023 to December 31, 2023 and calendar year financial statements thereafter. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These condensed Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The financial statements include the operations, assets, and liabilities of the Company. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $4,838,146 and $6,456,370 as of March 31, 2024 and December 31, 2023, respectively. Concentration of Credit Risks Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of March 31, 2024 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of related asset. Real estate assets are carried at cost. Depreciation is calculated on the straight-line method over the estimated lives of the assets ( 27.5 5 3 Investments The Company holds 25% of the equity in each of the two privately held entities, Naamche Inc. and The investments are classified as other assets on the Company’s condensed Consolidated Balance Sheet and the Company has not recorded any adjustments to the carrying value of investments in the period ended March 31, 2024 Capitalized Software Development Costs The Company follows Accounting Standards Codification (ASC) 350, “Internal-Use Software,” to assess the capitalization of software development costs, such as those incurred during the application development stage, including coding, testing, and development of software functionality which are eligible for capitalization. Such costs encompass direct labor, third-party services, and other directly attributable expenses. As of March 31, 2024 Amortization of capitalized software development costs commences when the software is placed in service and is available for its intended use. The capitalized costs are amortized over the software’s estimated useful life, which is determined based on factors such as expected future benefits and the rate of technological change. The fair value of software acquired in a business combination is determined using the discounted cash flow (DCF) method as per ASC 820 “Fair Value Measurements and Disclosures”, requiring the consideration of significant inputs and assumptions, such as projected cash flows, expected growth rates, discount rates, and other relevant market data. The Company exercises judgment in selecting appropriate inputs, taking into account historical performance, market conditions, and the technological characteristics of the software. Goodwill 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. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit. Definite-lived Intangible Assets ASC 350 on Intangibles – Goodwill and Other; Intangible assets; the valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates. These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method and estimated useful lives ranging from 2 to 8 Credit Facilities In May 2022, reAlpha Acquisitions Churchill, LLC, a wholly-owned subsidiary of reAlpha Tech Corp., entered into a credit agreement with Churchill Finance I, LLC, securing a credit facility of $200 million. The facility provides the Company with increased financial flexibility to pursue strategic opportunities in the real estate market. Management may utilize the credit facility to expand the Company’s portfolio of rental properties. By leveraging this credit facility, the Company aims to capitalize on attractive investment prospects while adhering to its prudent financial management principles. The terms and conditions of the credit agreement with Churchill Finance I, LLC have been evaluated by management, and the interest rates and repayment terms are considered competitive and favorable to the Company’s financial interests. Revenue Recognition Revenues consist of short-term rentals and technology platform booking income. Short-term rental revenues include revenues from the rental of properties via Airbnb, Vacasa, and such digital hospitality platforms. Technology Platform Revenue includes revenues from bookings made on our technology platform towards painting and cleaning of properties. As we are responsible for services rendered by the technology platform, fees charged to end-users are also included in revenue, while payments to vendors in exchange for their services are recognized in the cost of revenue, exclusive of depreciation and amortization. Revenues are recognized in accordance with Topic 606 of the Financial Accounting Standards Board (FASB) ASC for revenue recognition. Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes The deferred tax assets that we record each period depend primarily on our ability to generate future taxable income in the United States. Each period, we evaluate the need for a valuation allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax assets are recorded only to the extent we conclude it is more likely than not that these deferred tax assets will be realized. If our outlook for future taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change. We are also required to evaluate and quantify other sources of taxable income, such as the possible reversal of future deferred tax liabilities, should any arise, and the implementation of tax planning strategies. Evaluating and quantifying these amounts is difficult and involves significant judgment, based on all of the available evidence and assumptions about our future activities. Earnings (Loss) Per Share The Company presents basic earnings (loss) per share (“EPS”) and diluted EPS on the face of the condensed consolidated statements of operations. Basic earnings (loss) per share is computed as net earnings (loss) divided by the weighted average number of common shares outstanding for the period. For periods in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the three months ended March 31, 2024, the GEM Warrants (as defined below) to purchase up to 1,700,884 of the Company’s shares of common stock were excluded. Fair Value of Financial Instruments When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis. The Company’s balance sheet includes certain financial instruments. Certain assets and liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. Recently Issued Accounting Pronouncements Consistent with the treatment for emerging growth companies under the Jumpstart Our Business Startups (JOBS) Act, the Company has elected to delay the implementation of new accounting standards to the extent such standards provide for delayed implementation by non-public business entities. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures from the adoption of this guidance Reclassification Presentation Certain amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The financial statements include the operations, assets, and liabilities of the Company. In the opinion of the Company’s management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash and cash equivalents of $6,456,370 as of December 31, 2023 and $1,256,868 as of April 30, 2023. The Company believes it has sufficient working capital to fund its operations for the next 12 months. Concentration of Credit Risks Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of December 31, 2023, the Company’s cash was held by financial institutions that management believes have acceptable credit. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of related asset. Real estate assets are carried at cost. Depreciation is calculated on the straight-line method over the estimated lives of the assets (27.5 years for residential rental property, 5 years for furniture and fixtures and 3 years for furnishings). Major additions and betterments are capitalized and depreciated. Maintenance and repairs, which do not improve or extend the estimated useful lives, are expensed as incurred. Upon disposal of assets, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss resulting from the disposal is recorded in the period of disposition in the accompanying statement of operations. Investments The Company holds 25% of the equity in each of the two privately held entities, Naamche Inc. and Carthagos. Inc. However, the Company does not have any significant control or influence over the financial and operating policies. As these equity instruments do not have readily determinable fair values, they have been measured using the measurement alternative, cost-less impairment. The carrying amount for these instruments would be subsequently adjusted for observable price changes, or prices in orderly transactions for an identical investment or similar investment of the same issuer. In addition, these investments are periodically evaluated for impairment. The investments are classified as other assets on the Company’s Consolidated Balance Sheet and the Company has not recorded any adjustments to the carrying value of investments in the period ended December 31, 2023. Capitalized Software Development Costs The Company follows Accounting Standards Codification (ASC) 350, “Internal-Use Software,” to assess the capitalization of software development costs, such as those incurred during the application development stage, including coding, testing, and development of software functionality which are eligible for capitalization. Such costs encompass direct labor, third-party services, and other directly attributable expenses. As of December 31, 2023, the software under development has not reached the stage of being substantially complete and ready for its intended use. Consequently, the Company continues to capitalize costs related to the application development stage in accordance with ASC 350. Amortization of capitalized software development costs commences when the software is placed in service and is available for its intended use. The capitalized costs are amortized over the software’s estimated useful life, which is determined based on factors such as expected future benefits and the rate of technological change. The fair value of software acquired in a business combination is determined using the discounted cash flow (DCF) method as per ASC 820 “Fair Value Measurements and Disclosures”, requiring the consideration of significant inputs and assumptions, such as projected cash flows, expected growth rates, discount rates, and other relevant market data. The Company exercises judgment in selecting appropriate inputs, taking into account historical performance, market conditions, and the technological characteristics of the software. Goodwill 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. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit. As of December 31, 2023, our annual goodwill testing date, we performed a quantitative analysis on our reporting unit Roost Enterprises, Inc. (dba Rhove) to measure whether the fair value of our reporting units was less than their carrying amounts. The fair value measurement of the reporting units was derived based on judgments and assumptions we believe market participants would use in assessing the fair value of the reporting units. These judgments and assumptions included the valuation premise, use of a discounted cash flow model to estimate fair value under an income approach and inputs to the valuation model. The inputs included our five-year financial plan operating results, including operating revenues, measures of the risk-free rate, equity premium and systematic risk used in the calculation of the applied discount rate under the capital asset pricing model and views regarding future market conditions, among others. The use of alternate judgments and assumptions, including changes in the risk-free rate, could substantially change the results of our goodwill impairment analysis, including the potential recognition of an impairment charge in our Consolidated Financial Statements. The result of the quantitative goodwill impairment test for 2023 indicated that the fair value of the reporting unit exceeded their carrying amounts and no goodwill impairment charges were recognized. Definite-lived Intangible Assets Accounting Standards Codification (ASC) 350 on Intangibles – Goodwill and Other; Intangible assets are definite-lived intangible assets such as technology, customer contracts and trademarks resulted from business acquisition of Roost Enterprises, Inc. (dba “Rhove”). The valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates. These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method and estimated useful lives ranging from 2 to 8 years. We periodically review the estimated useful lives of our definite-lived intangible assets and identify events or changes in circumstances that may indicate revised estimated useful lives. Credit Facilities In May 2022, the reAlpha Acquisitions Churchill, LLC, a wholly-owned subsidiary of reAlpha Tech Corp., entered into a credit agreement with Churchill Finance I, LLC, securing a credit facility of $200 million. The primary purpose of this credit facility is to finance short-term rental acquisitions. The facility provides the company with increased financial flexibility to pursue strategic opportunities in the real estate market. Management may utilize the credit facility to expand the Company’s portfolio of rental properties. By leveraging this credit facility, the Company aims to capitalize on attractive investment prospects while adhering to its prudent financial management principles. The terms and conditions of the credit agreement with Churchill Finance I, LLC have been evaluated by management, and the interest rates and repayment terms are considered competitive and favorable to the Company’s financial interests. Revenue Recognition Revenues consist of short-term rentals and technology platform booking income. Short-term rental revenues include revenues from the rental of properties via Airbnb, Vacasa, and such digital hospitality platforms. Technology Platform Revenue includes revenues from bookings made on our technology platform towards painting and cleaning of properties. As we are responsible for services rendered by the technology platform, fees charged to end-users are also included in revenue, while payments to vendors in exchange for their services are recognized in the cost of revenue, exclusive of depreciation and amortization. Revenues are recognized in accordance with Topic 606 of the Financial Accounting Standards Board (FASB) ASC for revenue recognition. The Company recognizes revenues in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when (or as) performance obligations are satisfied. Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes The deferred tax assets that we record each period depend primarily on our ability to generate future taxable income in the United States. Each period, we evaluate the need for a valuation allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax assets are recorded only to the extent we conclude it is more likely than not that these deferred tax assets will be realized. If our outlook for future taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change. We are also required to evaluate and quantify other sources of taxable income, such as the possible reversal of future deferred tax liabilities, should any arise, and the implementation of tax planning strategies. Evaluating and quantifying these amounts is difficult and involves significant judgment, based on all of the available evidence and assumptions about our future activities. Earnings (Loss) Per Share The Company presents basic earnings (loss) per share (“EPS”) and diluted EPS on the face of the consolidated statements of operations. Basic earnings (loss) per share is computed as net earnings (loss) divided by the weighted average number of common shares outstanding for the period. For periods in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the eight months ended December 31, 2023, the GEM Warrants (as defined below) to purchase up to 1,700,884 and 1,600,000 of the Company’s shares of common stock were excluded. Fair Value of Financial Instruments When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis. The Company’s balance sheet includes certain financial instruments. Certain assets and liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. Recently Issued Accounting Pronouncements Consistent with the treatment for emerging growth companies under the Jumpstart Our Business Startups (JOBS) Act, the Company has elected to delay the implementation of new accounting standards to the extent such standards provide for delayed implementation by non-public business entities. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The implementation of this standard did not have a material effect on the Company’s financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures from the adoption of this guidance. Reclassification Presentation Certain amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Going Concern
Going Concern | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Going Concern [Abstract] | ||
Going Concern | Note 3 - Going Concern With the implementation of FASB standard on going concern, 2014-15, we assessed going concern uncertainty in our condensed consolidated financial statements to determine if we have sufficient cash and cash equivalents on hand and working capital, including available loans or lines of credit, if any, to operate for a period of at least 12 months from the date our condensed consolidated financial statements are issued, which is referred to as the “look-forward period” as defined by ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to us, we consider various scenarios, forecasts, projections, and estimates, and we make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay or curtail those expenditures or programs, if necessary, among other factors. Although we anticipate ongoing operating losses in the foreseeable future, we have assessed our ability to continue as a going concern for the next 12 months. Despite the current lack of sufficient revenue, we possess ample liquid capital to fund projected expenses over the next year based on our budgeted operating plans. As of March 31, 2024, the Company holds approximately $4.8 million in cash. With positive working capital and current assets adequately covering liabilities as of March 31, 2024, the Company believes it has sufficient cash to fund its operations for the next 12 months. | Note 3 - Going Concern With the implementation of Financial Accounting Standards Board’s (“FASB”) standard on going concern, Accounting Standards Update (“ASU”) No. 2014-15, we assessed going concern uncertainty in our consolidated financial statements to determine if we have sufficient cash and cash equivalents on hand and working capital, including available loans or lines of credit, if any, to operate for a period of at least 12 months from the date our consolidated financial statements are issued, which is referred to as the “look-forward period” as defined by ASU No. 2014-15. As part of this assessment, based on conditions that are known and reasonably knowable to us, we consider various scenarios, forecasts, projections, and estimates, and we make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay or curtail those expenditures or programs, if necessary, among other factors. Although we anticipate ongoing operating losses in the foreseeable future, we have assessed our ability to continue as a going concern for the next 12 months. Despite the current lack of sufficient revenue, we possess ample liquid capital to fund projected expenses over the next year based on our budgeted operating plans. As of December 31, 2023, the Company holds $6.4 million in cash. With positive working capital and current assets adequately covering liabilities as of December 31, 2023, the Company believes it has sufficient cash to fund its operations for the next 12 months. |
Income Taxes
Income Taxes | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Taxes [Abstract] | ||
Income Taxes | Note 4 - Income Taxes The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefits for the periods presented are offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers the realization of such amounts to be more likely than not. | Note 4 - Income Taxes The Company generated a U.S. pre-tax loss of $1,046,973, $5,452,383, and $5,392,012 for the 8-month periods ended December 31, 2023, and the tax years ended April 30, 2023, and 2022, respectively. Pre-Tax book income/(loss) has been recorded in the following jurisdictions: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 US (1,060,918 ) (5,465,040 ) (5,411,896 ) Foreign 13,945 12,657 19,884 Total pre-tax income/(loss) $ (1,046,973 ) $ (5,452,383 ) $ (5,392,012 ) The Company recorded no income tax expense for the periods ended December 31, 2023, April 30, 2023, or April 30, 2022. The components of the provision (benefit) for income taxes are as follows for the years ended December 31, 2023, April 30, 2023, and April 30, 2022: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 Current: Federal $ 166,478 $ - $ - State 37,808 - - Foreign - - - 204,286 - - Deferred: Federal - - - State - - - Foreign - - - - - - Total income tax provision $ 204,286 $ - $ - The Company follows FASB ASC No. 740, Income Taxes, for the computation and presentation of its tax provision. The following table presents a reconciliation of the income tax provision (benefit) computed at the statutory federal rate and the Company’s income tax provision (benefit) for the periods presented: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 U.S. federal taxes at statutory rate $ (219,962 ) $ (1,145,153 ) $ (1,129,668 ) State tax (net of federal benefit) 37,808 - - Foreign Taxes - - - Regulation-A Costs 24,556 368,830 - Stock Registration Expenses 946,768 - - Non-Controlling Interest 98 152 (2,655 ) Other Permanent Differences 1,979 19,101 85,182 Other - - - Change in valuation allowance (586,961 ) 757,070 1,047,140 Total $ 204,286 $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 Deferred tax assets: Net operating loss carryforwards $ 2,559,749 $ 3,238,595 $ 599,075 Charitable Contributions - 1,483 - Section 174 Capitalization 418,028 406,010 51,017 Property and equipment - - 505 Gross deferred tax assets 2,977,777 3,646,087 650,597 Valuation allowance (2,523,225 ) (1,592,835 ) (524,891 ) Net deferred tax assets $ 454,552 $ 2,053,252 $ 125,706 Deferred tax liabilities Property and equipment $ (6,285 ) $ (946 ) $ - Intangibles (448,267 ) (2,052,306 ) (125,706 ) Gross deferred tax liabilities (454,552 ) (2,053,252 ) (125,706 ) Net deferred tax liabilities (454,552 ) (2,053,252 ) (125,706 ) Net deferred taxes $ - $ - $ - The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The valuation allowance changed by $.9 million, during the year ended December 31, 2023. For eight months ended December 31, 2023, reAlpha Tech Corp. utilized a federal net operating loss (“NOL”) in the amount of $3.2 million and has a total carryover of Federal NOLs of $12.1 million. The Company’s NOLs were generated after the rules of the Tax Cuts and Jobs Act (“TCJA”) became effective on January 1, 2018. The NOLs do not expire but are subject to the 80% limitation. The Company also generated state and local NOLs in eight months ended December 31, 2023 and has a total carryover of state and local NOLs of $3.2 million. These NOLs are subject to various limitations and expiration dates. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax credits in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses and tax credits may be limited as prescribed under Internal Revenue Code Section 382 and 383 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses or tax credits that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 rules and similar state provisions. In the event the Company has any changes in ownership, net operating losses and research and development credit carryovers could be limited and may expire unutilized. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other income (expense), net, and interest expense, respectively, as necessary. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2023. The Company’s major tax jurisdictions are the United States and India. All of the Company’s tax years will remain open for examination by the Federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credit. The Company does not have any tax audits pending in the United States. ‘The Inflation Reduction Act of 2022 was signed into law August 16, 2022, and includes significant legislation addressing taxes, inflation, climate change and renewable energy incentives, and healthcare. Key tax provisions include a 15% corporate minimum tax, clean energy incentives, and a 1% excise tax on stock buybacks. The Company does not expect the provisions of such legislation to have any impact on the effective tax rate of the Company but will continue to evaluate the tax effects should any provisions become applicable to the Company. Change to Internal Revenue Code Section 174 under the 2017 Tax Cuts and Jobs Act went into effect during 2022. The revised code no longer permits a deduction for research and development expenditures in the tax year that such costs incurred. Instead, such costs must be capitalized and amortized over five or 15 years for U.S. and foreign costs, respectively. The Company capitalized such costs in its tax years eight months ended December 31, 2023 and April 30, 2023 income tax provision and return, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property and Equipment [Abstract] | ||
Property and Equipment | Note 5 - Property and Equipment 1. Investments in property and equipment consisted of the following as of March 31, 2024 a. Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Computer $ 33,387 $ (18,739 ) $ 14,648 Furniture and fixtures 20,815 (7,569 ) 13,246 Total investment in property and equipment $ 54,202 $ (26,308 ) $ 27,894 2. Investments in property and equipment consisted of the following as of December 31, 2023 a. Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Computer $ 33,401 $ (11,856 ) $ 21,545 Furniture and fixtures 20,853 (7,467 ) 13,386 Total investment in property and equipment $ 54,254 $ (19,323 ) $ 34,931 b . Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 19,690 $ - $ 19,690 Buildings and building improvements 267,117 (6,172 ) 260,945 Furniture and fixtures 16,090 (3,117 ) 12,973 Total investment in real estate $ 302,897 $ (9,289 ) $ 293,608 The Company recorded depreciation expenses of $7,022 and $26,551 for the three months ended March 31, 2024 and March 31, 2023, respectively. | Note 6 - Property and Equipment 1. Investments in property and equipment consisted of the following as of December 31, 2023 a. Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Computer $ 33,401 $ (11,856 ) $ 21,545 Furniture and fixtures 20,853 (7,467 ) 13,386 Total investment in real estate $ 54,254 $ (19,323 ) $ 34,931 b. Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 19,690 $ - $ 19,690 Buildings and building improvements 267,117 (6,172 ) 260,945 Furniture and fixtures 16,090 (3,117 ) 12,973 Total investment in real estate $ 302,897 $ (9,289 ) $ 293,608 2. Investments in property and equipment consisted of the following as of April 30, 2023 a. Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Land $ 218,556 $ - $ 218,556 Buildings and building improvements 1,713,265 (72,514 ) 1,640,751 Computer 33,543 (11,904 ) 21,639 Furniture and fixtures 73,975 (22,355 ) 51,620 Total investments $ 2,039,339 $ (106,773 ) $ 1,932,566 b. Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 19,690 $ - $ 19,690 Buildings and building improvements 226,284 (6,012 ) 220,272 Furniture and fixtures 16,090 (2,626 ) 13,464 Total investments $ 262,064 $ (8,638 ) $ 253,426 3. Investments in property and equipment consisted of the following as of April 30, 2022 a. Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Land $ 218,556 $ - $ 218,556 Buildings and building improvements 1,713,265 (10,058 ) 1,703,207 Computer 32,330 (3,637 ) 28,693 Furniture and fixtures 69,305 (2,065 ) 67,240 Total investments $ 2,033,456 $ (15,760 ) $ 2,017,696 b. Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 138,283 $ - $ 138,283 Buildings and building improvements 1,609,873 (39,999 ) 1,569,874 Furniture and fixtures 106,530 (16,234 ) 90,296 Total investments $ 1,854,686 $ (56,233 ) $ 1,798,453 The Company recorded depreciation expenses of $30,027, $93,254 and $90,386 for the eight months ended December 31, 2023 and periods ended April 30, 2023 and April 30, 2022, respectively. |
Capitalized Software Developmen
Capitalized Software Development Costs, Work in Progress | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Capitalized Software Development Costs, Work in Progress [Abstract] | ||
Capitalized Software Development costs, work in progress | Note 6 - Capitalized Software Development costs, work in progress Qualifying internal-use software costs incurred during the application development stage, which consist primarily of internal product development costs, outside services, and purchased software license costs are capitalized. As of March 31, 2024 and December 31, 2023, the balance of capitalized software costs, work in progress amounted to $911,485 and $839,085, respectively. The Company assesses the carrying amount of capitalized software costs for impairment regularly and considers the recoverability of capitalized costs based on expected future benefits and cash flows. Any impairment loss, if identified, is recognized in the statement of operations. | Note 8 - Capitalized Software Development costs, work in progress Qualifying internal-use software costs incurred during the application development stage, which consist primarily of internal product development costs, outside services, and purchased software license costs are capitalized. As of December 31, 2023, April 30, 2023 and 2022, the balance of capitalized software costs, work in progress amounted to $839,085, $8,998,755, and $599,459 respectively. The significant decrease is due to finalized PPA valuation. The Company assesses the carrying amount of capitalized software costs for impairment regularly and considers the recoverability of capitalized costs based on expected future benefits and cash flows. Any impairment loss, if identified, is recognized in the statement of operations. |
Other Loans
Other Loans | 3 Months Ended |
Mar. 31, 2024 | |
Other Loans [Abstract] | |
Other loans | Note 7 - Other loans Mortgage and other loans consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 First Insurance Loan 118,809 190,095 Total Short-term debt, net $ 118,809 $ 190,095 |
Mortgage Loans
Mortgage Loans | 3 Months Ended |
Mar. 31, 2024 | |
Mortgage Loans [Abstract] | |
Mortgage Loans | Note 8 - Mortgage Loans Long- term liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. $ - $ 247,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders’ Equity (Deficit) [Abstract] | ||
Stockholders’ Equity (Deficit) | Note 9 - Stockholders’ Equity (Deficit) The total number of shares of capital stock that the Company has the authority to issue is up to 205,000,000 shares, consisting of: (i) 200,000,000 shares of common stock, having a par value of $0.001 per share (the “Common Stock”); and (ii) 5,000,000 shares of preferred stock, having a par value of $0.001 per share (the “Preferred Stock”). As of March 31, 2024 and December 31, 2023, there were 44,122,091 shares of Common Stock issued and outstanding, and 0 shares of Preferred Stock issued and outstanding. | Note 11 - Stockholders’ Equity (Deficit) The total number of shares of capital stock that the Company has the authority to issue is up to 205,000,000 shares, consisting of: (i) 200,000,000 shares of common stock, having a par value of $0.001 per share (the “Common Stock”); and (ii) 5,000,000 shares of preferred stock, having a par value of $0.001 per share (the “Preferred Stock”). As of December 31, 2023, April 30, 2023 and April 30, 2022 there were 44,122,091 shares, 42,522,091 shares and 8,634,210 shares of common stock issued and outstanding, respectively. On November 24, 2023, we conducted a follow-on offering by issuing 1,600,000 units priced at $5.00 per unit. This offering generated total gross proceeds of $8.0 million, and after deducting associated expenses, the net proceeds amounted to $7.16 million. Each unit consisted of one share and one and a half warrants, allowing warrant holders to exercise their rights over a five-year period at a price of $5.00. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 10 - Commitments and Contingencies Pursuant to the terms of that certain Share Purchase Agreement between the Company and GEM Global Yield LLC SCS (“GEM Yield”) and GEM Yield Bahamas Limited (“GYBL,” and collectively, “GEM”), dated December 1, 2022 (the “GEM Agreement”), we are required to indemnify GEM for any losses it incurs as a result of a breach by us or 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 it prior to its expiration. Restrictions pursuant to terms of our future financings may also affect our ability to use the GEM Agreement. Legal Matters India Proceeding Involving Giri Devanur In 2006, Mr. Devanur became the CEO of an India-based company named Gandhi City Research Park, Private Limited (“Gandhi City Research Park”). Gandhi City Research Park was liquidated as a result of the Lehman Brothers collapse in 2009. In 2010, an investor in Gandhi City Research Park filed a fraud complaint with the Cubbon Park Police Station in Bengaluru, India, against, among others, Mr. Devanur. In 2014, the Cubbon Park Police dismissed all claims. Subsequently, in 2015 the investor appealed the Cubbon Park Police’s decision before the Lower Court. In November 2018, the Lower Court issued a criminal summons against, among others, Mr. Devanur. Mr. Devanur petitioned the High Court to quash the summons. By order dated March 27, 2023, the High Court granted Mr. Devanur’s petition and ordered the Lower Court to reconsider the investor’s appeal. On August 3, 2023, the Lower Court decided to uphold the Cubbon Park Police’s decision and close the criminal case against Mr. Devanur. On December 4, 2023, Mr. Devanur received a petition to challenge the Lower Court’s order to uphold the Cubbon Park Police’s decision and close Mr. Devanur’s criminal case. Mr. Devanur is vigorously contesting this petition Malpractice Lawsuit On May 8, 2023, the Company filed a malpractice lawsuit with the United States District Court for the Southern District of Ohio, Eastern Division, against Buchanan, Ingersoll & Rooney, PC (“Buchanan”), Rajiv Khanna (“Khanna”) and Brian S. North (“North,” together with Buchanan and Khanna, the “Buchanan Legal Counsel”). The complaint alleges that the Buchanan Legal Counsel failed to provide proper and timely legal advice during the Company’s Tier 2 Regulation A offering, resulting in late Blue Sky notice filings with all required states prior to the Company offering and selling securities in those states. As a result, the Company was subject to a number of inquiries, investigations, and subpoenas by the various states, incurring significant legal fees and fines, lost opportunity due to pausing its Regulation A campaign, in addition to the loss of a $20 million institutional investment. | Note 12 - Commitments and Contingencies 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 or 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 it prior to its expiration. Restrictions pursuant to terms of our future financings may also affect our ability to use the GEM Agreement. We have entered into the delayed draw with GEM to have access to the funds but without any current intention to draw down the debt. In this scenario, we believe it would be appropriate for us to amortize the commitment fee on a straight-line basis over the access period ending October 2025. If it becomes probable that the debt (or a portion of the debt) will not be drawn during the access period, any remaining deferred costs (or portion of the costs) will be expensed. The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition, or results of operations. Ohio Subpoena On August 31, 2023, the Ohio Department of Commerce’s Division of Securities (the “ODS”) issued a Cease & Desist Order (the “Division Order”) to us, and we entered into a Consent Agreement with the ODS (the “Consent Agreement”), following an investigation by the ODS into whether we engaged in acts or practices that violated the Ohio Securities Act, Chapter 1707 of the Ohio Revised Code. Pursuant to the Consent Agreement, we did consent, stipulate, admit, and agree to the findings, conclusions and order set forth in the Division Order and that nothing in the Division Order or the Consent Agreement impedes, prohibits, interferes with, or infringes upon the lawful rights, if any, including but not limited to private rights of action, if any, possessed by our individual investors. Under the terms of the Division Order, pursuant to Revised Code Chapter 1707.23, we will cease and desist from the acts and practices as described in the Division Order which constitute a violation of Chapter 1707 of the Ohio Revised Code, which include selling or causing to be sold securities that were not properly registered with the ODS and that were not exempt from registration. The Division Order and Consent Agreement do not impact our ability to conduct future exempt offerings. Malpractice Lawsuit On May 8, 2023, the Company filed a malpractice lawsuit with the United States District Court for the Southern District of Ohio, Eastern Division, against Buchanan, Ingersoll & Rooney, PC (“Buchanan”), Rajiv Khanna (“Khanna”) and Brian S. North (“North,” together with Buchanan and Khanna, the “Buchanan Legal Counsel”). The complaint alleges that the Buchanan Legal Counsel failed to provide proper and timely legal advice during the Company’s Tier 2 Regulation A offering, resulting in late Blue Sky notice filings with all required states prior to the Company offering and selling securities in those states. As a result, the Company was subject to a number of inquiries, investigations, and subpoenas by the various states, incurring significant legal fees and fines, lost opportunity due to pausing its Regulation A campaign, in addition to the loss of a $20 million institutional investment. The Company is seeking the forfeit of all legal fees associated with this matter, the award of legal fees to bring this matter to action, and further legal and equitable relief as the Court deems just and proper. The Company cannot predict the eventual scope, duration, or outcome at this time. |
Segment Reporting
Segment Reporting | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Segment Reporting | Note 11 - Segment Reporting ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on the business unit, Rental business and Platform service business. Due to current market conditions, we expect to pause the Rental business segment until the first quarter of 2025 in The table below presents a reconciliation of revenue by reportable segment to consolidated revenue and a reconciliation of consolidated segment operating profit to consolidated loss before income taxes for the three months ended March 31, 2024 and 2023. Three months Ended 2024 2023 Revenue by segment Platform services $ 20,426 $ 62,810 Rental services - 48,641 Consolidated revenue 20,426 111,451 Segment cost of revenue Platform services (18,249 ) (62,528 ) Rental services - (8,247 ) Consolidated segment cost of revenue (18,249 ) (70,775 ) Consolidated segment gross margin 2,177 40,676 Segment operating expense Platform services - - Rental services (39,135 ) (62,567 ) Consolidated segment operating expenses (39,135 ) (62,567 ) Total consolidated segment operating loss (36,958 ) (21,891 ) Segment other income (loss) Platform services - - Rental services 20,590 (55,532 ) Total consolidated segment operating loss (16,368 ) (77,423 ) Corporate expenses Operating expenses (1,270,540 ) (772,001 ) Other income (expenses), net (132,137 ) (15,489 ) (1,402,677 ) (787,490 ) Total consolidated loss before income taxes $ (1,419,045 ) $ (864,913 ) | Note 13 - Segment Reporting ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on the business unit, Rental business and Platform service business. Due to current market conditions, we expect to pause the Rental business segment until the first quarter of 2025 In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, in which the entity holds material assets and reports revenue. Eight months Ended Platform Rental Total Revenues $ 99,028 $ 22,662 $ 121,690 Cost of goods sold (93,380 ) (1,285 ) (94,665 ) Gross margin 5,648 21,377 27,025 Operating expenses - (2,598,124 ) (2,598,124 ) Operating loss 5,648 (2,576,747 ) (2,571,099 ) Other Income (expenses), net 5,502,774 (211,124 ) 5,291,650 Net Income/ (loss) $ 5,508,422 $ (2,787,871 ) $ 2,720,551 |
Warrants
Warrants | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants [Abstract] | ||
Warrants | Note 12 - Warrants Warrant accounting We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The warrants issued upon the follow-on offering and private placements meet the criteria for equity classification under ASC 480 and ASC 815, therefore, the warrants are classified as equity. On October 23, 2023, pursuant to the terms of the GEM Agreement (as defined above), we issued GYBL warrants to purchase up to 1,700,884 shares of the Company’s common stock (the “GEM Warrants”). The GEM Warrants are exercisable, for cash, at an original exercise price of $406.67 per share, which exercise price was subsequently adjusted to $371.90 after the Company’s most recent public offering, and the exercise price of the GEM Warrants are subject to further adjustments specified therein. We believe the likelihood that any warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock. If the trading price for our common stock is less than $371.90 per share, in the case of the GEM Warrants, we believe holders of the GEM Warrants will be unlikely to exercise them. While current conditions influencing the exercise of the GEM Warrants make such exercise unlikely, further adjustments to its exercise price may make the GEM Warrants more attractive for investors to exercise. Our analysis is based on the trading price of our common stock as of the date of this report, with a threshold set at $371.90 per share for the GEM warrants. On November 24, 2023, we conducted a follow-on offering by issuing 1,600,000 units priced at $5.00 per unit. This offering generated total gross proceeds of $8.0 million, and after deducting associated expenses, the net proceeds amounted to $7.16 million. Each unit consisted of one share and one and a half warrants, allowing warrant holders to exercise their rights over a five-year period at a price of $5.00. The factors considered in the Black Scholes option valuation model are as below: Rhove acquisition Follow-on Underlying stock price $ 10 $ 4 Exercise price $ 10 $ 5 Volatility 76.60 % 90.00 % Risk free interest rate 3.69 % 4.43 % Maturity 2 years 5 years Warrant activity for the period ended March 31, 2024 Warrants Weighted Average Outstanding Exercise Price Life (Years) Warrants outstanding on April 30, 2022 — $ — 0.00 Warrant activity — — — Warrants outstanding on April 30, 2023 0.00 $ 0.00 0.00 Warrants Issued on October 23, 2023 1,700,884 371.90 4.56 Warrants Issued on November 21, 2023 1,600,000 5.00 4.64 Warrants outstanding on March 31, 2024 3,300,884 $ 194.06 4.60 | Note 15 - Warrants Warrant accounting We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The warrants issued upon the follow-on offering and private placements meet the criteria for equity classification under ASC 480 and ASC 815, therefore, the warrants are classified as equity. On October 23, 2023, pursuant to the terms of the GEM Agreement (as defined above), we issued warrants to purchase up to 1,700,884 shares of the Company’s common stock, which were issued to GYBL (as defined above). The GEM Warrants are exercisable, for cash, for an equal number of shares of our common stock at an original exercise price of $406.67 per share, which exercise price was subsequently adjusted to $371.90 after the Company’s most recent public offering, and the exercise price of the GEM Warrants are subject to further adjustments specified therein. In consideration for these services, the Company has agreed to pay GEM a commitment fee equal to 2% of the First Tranche that is $1,000,000 (as defined in the GEM Agreement) (the “Commitment Fee”), and, to the extent that the Company has completed Draw Downs (as defined in the GEM Agreement) within the Second Tranche (as defined in the GEM Agreement), the Company shall tender to GYBL, as an additional commitment fee, an amount equal to 2% of the Second Tranche (as defined in the GEM Agreement) (the “Additional Commitment Fee”), each deliverable as set forth below. The Commitment Fee or Additional Commitment Fee, as applicable, due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable shares of the Company’s common stock valued at the Daily Closing Price (as defined in the GEM Agreement) at the time of such Draw Down, at the option of the Company in cash or freely tradable shares of the Company’s common stock, payable on or prior to the second anniversary of the date of listing. We believe the likelihood that any warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock. If the trading price for our common stock is less than $371.90 per share, in the case of the GEM Warrants, we believe holders of the GEM Warrants will be unlikely to exercise them. While current conditions influencing the exercise of the GEM Warrants make such exercise unlikely, further adjustments to its exercise price may make the GEM Warrants more attractive for investors to exercise. Our analysis is based on the trading price of our common stock as of the date of this prospectus, with a threshold set at $371.90 per share for the GEM warrants. On November 24, 2023, we conducted a follow-on offering by issuing 1,600,000 units priced at $5.00 per unit. This offering generated total gross proceeds of $8.0 million, and after deducting associated expenses, the net proceeds amounted to $7.16 million. Each unit consisted of one share and one and a half warrants, allowing warrant holders to exercise their rights over a five-year period at a price of $5.00. The factors considered in the Black Scholes option valuation model are as below: Rhove Follow-on Underlying stock price $ 10 $ 4 Exercise price $ 10 $ 5 Volatility 76.60 % 90.00 % Risk free interest rate 3.69 % 4.43 % Maturity 2 years 5 years Warrant activity during the eight months ended December 31, 2023 follows: Warrants Weighted Average Outstanding Exercise Price Life (Years) Warrants outstanding on April 30, 2022 — $ — 0.00 Warrant activity — — — Warrants outstanding on April 30, 2023 0.00 $ 0.00 0.00 Warrants Issued on October 23, 2023 1,700,884 371.90 4.81 Warrants Issued on November 21, 2023 1,600,000 5.00 4.89 Warrants outstanding on December 31, 2023 3,300,884 194.06 4.85 |
Subsequent Events
Subsequent Events | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 13 - Subsequent Events Management has evaluated all subsequent events through April 19, 2024, the date the condensed consolidated financial statements were available to be issued. Based on this evaluation, nothing was identified which require disclosure in these condensed consolidated financial statements. | Note 16 - Subsequent Events Management has evaluated all subsequent events through March 7, 2024, the date the consolidated financial statements were available to be issued. Based on this evaluation, below was identified which require disclosure in these consolidated financial statements. Parent company litigation On February 17, 2024, the Company and Ms. Valentina Isakina reached a settlement agreement (the “Settlement Agreement”). According to the terms, the Company committed to a cash payment of $125,000 to Ms. Isakina in exchange for a comprehensive resolution of all judgments and claims she had asserted against the Company, its subsidiaries, affiliates, and others (referred to as the “Settlement Amount”). This amount was accrued as of December 31, 2023, and the Company disbursed the Settlement Amount to Ms. Isakina on February 20, 2024. Sale of property On March 6, 2024 the Company sold 825 Austrian road property for a total sale consideration of $325,000. In connection with this property sale, the Company paid off the related mortgage loan of $247,000. |
Business Combinations
Business Combinations | 8 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | Note 5 - Business Combinations On March 24, 2023, we acquired all of the assets of Roost Enterprises, Inc. (“Rhove”). The acquisition was made to expand our market share in the real estate category and capitalize on the synergies of product lines and services between the Companies. The acquisition of Roost Enterprises, Inc., a real estate technology solutions provider, includes Rhove’s Syndication Platform and related intellectual property. The purchase price involved cash payments of $25,000 to Silicon Valley Bank (“SVB”), $50,000 towards acquisition transaction expense, 49,029 shares of common stock to SVB, 1,263,000 shares of common stock to the common stockholders of Rhove, and the option for the same stockholders to purchase 1,263,000 shares of common stock at the fair value of $10 per share. Drive Capital and its funds became investors of reAlpha, and Rhove’s CEO, Calvin Cooper, and Rhove’s CTO, Greg Miller, both joined reAlpha in advisory roles. We estimated fair values on March 24, 2023, for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the Rhove acquisition subject to measurement period adjustments. During the measurement period, we obtained a purchase price allocation report from a consulting firm to assist in finalizing the fair value of assets acquired and liabilities assumed. Accordingly, the fair value measurements and adjustments are noted below. Assets Acquired: Initial Measurement Final Cash 123,594 - 123,594 Cap software develop/Intangible assets 7,946,844 (6,827,844 ) 1,119,000 Trademark - 34,000 34,000 Customer Relationship - 104,000 104,000 Other current assets 148,321 - 148,321 Total Assets Acquired 8,218,759 (6,689,844 ) 1,528,915 Liabilities assumed: Accounts payable 96,207 - 96,207 Accrued expenses payable 5,500 - 5,500 Membership Contributions 7,696 (7,696 ) - Venture debt/loc 1 100,000 - 100,000 Total Liabilities Assumed 209,403 (7,696 ) 201,707 Total identifiable net assets 8,009,356 (6,682,148 ) 1,327,208 Purchase price 13,145,250 5,512,000 18,657,250 Goodwill - Excess of the purchase price over fair value of net assets acquired on acquisition date 5,135,894 12,194,148 17,330,042 Subsequent to the acquisition date, the Company made a measurement period adjustment to the preliminary purchase price allocation, which resulted in an increase of goodwill of $12,194,148. The determination of the fair value for the acquired business employed the Income Approach, specifically the Discounted Cash Flow (DCF) method. This method involves assessing the present value of anticipated future cash flows from the acquired business. These cash flows are discounted at the Weighted Average Cost of Capital (WACC), which represents the necessary return on the combined entity’s equity and debt. The WACC is weighted by the respective proportions of equity and debt in the overall capital structure. For the fair valuation of patents and developed technology, the Relief from Royalty Method was applied. The estimation of the economic useful life of these assets took into account factors outlined in ASC 350-30-35-3. Trademarks’ fair value was determined using the Relief-from-Royalty Method. Customer relationships were valued through the Multi-Period Excess Earnings Model (MPEEM), which calculates the present value of excess earnings attributed to these relationships over their estimated remaining useful life. Assembled workforce is not recognized separately from goodwill, as it lacks separability and contractual nature. Purchase Price Allocation The acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations The final purchase price allocation includes $1,257,000 of acquired identifiable intangible assets, all of which have finite lives. The fair value of the identifiable intangible assets has been estimated by using the income approach through a discounted cash flow analysis of future cash flow projections. The intangible assets are being amortized over their estimated useful lives on either a straight-line basis. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future forecasted cash flows of the Company following the acquisition of Rhove. The purchase price allocation to identifiable intangible assets acquired subject to amortization consists of the following: Estimated Gross Value Accumulated Net Book Value Definite Lived Intangible Assets: Technology 5 $ 1,119,000 $ 235,860 $ 883,140 Customer and other relationships 8 104,000 13,134 90,866 Trade names 2 34,000 10,044 23,956 Balance, December 31, 2023 $ 1,257,000 $ 259,038 $ 997,962 We estimate amortization expense for the next five years and beyond will be as follows: Years Ending December 31: Amount 2024 $ 257,722 2025 233,766 2026 233,766 2027 233,766 2028 12,980 Thereafter 25,962 Total $ 997,962 Stock Option Awards Stock options granted in acquisition of Rhove deal with an exercise price of $10 and a two year exercise period from the date of grant. We recorded stock options based on purchase price allocation report fair value of the options on the grant date using the Black-Scholes option-pricing model. The model uses various assumptions, including a risk-free interest rate, the expected term of the options, the expected stock price volatility, and the expected dividend yield. Options Weighted average Weighted average Outstanding and exercisable as of December 31, 2023 1,263,000 $ 10 1.23 (Unaudited) Pro Forma Financial Information The following condensed unaudited pro forma consolidated results of operations for the Company for the eight months ended December 31, 2023 and for the years ended April 30, 2023, and 2022 present the results of operations of the Company and Rhove as if the acquisition occurred on May 1, 2022. December 31, April 30, April 30, 2023 2023 2022 Revenue $ 121,690 $ 419,412 $ 305,364 Operating costs and expenses (6,460,312 ) (7,256,469 ) (9,609,986 ) Income from operations (6,338,622 ) (6,837,057 ) (9,304,622 ) Other Income (Expense) 5,291,649 99,415 123,136 Net income/(Loss) $ (1,046,973 ) $ (6,737,642 ) $ (9,181,486 ) The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results. |
Prepaid Expenses
Prepaid Expenses | 8 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses [Abstract] | |
Prepaid Expenses | Note 7 - Prepaid Expenses As of December 31, 2023, prepaid expenses totaled $242,795, contrasting with $3,061,196 and $111,944 on April 30, 2023, and April 30, 2022, respectively. Among this balance at April 30, 2023, $3,045,290 represented shares issued for services rendered, particularly in connection with the Company’s direct listing on Nasdaq during the year ended April 30, 2023. The other prepaid expenses predominantly encompass expenses related to D&O insurance for the period ending December 31, 2023. |
Mortgage and Other Loans
Mortgage and Other Loans | 8 Months Ended |
Dec. 31, 2023 | |
Mortgage and Other Loans [Abstract] | |
Mortgage and other loans | Note 9 - Mortgage and other loans Mortgage and other loans consisted of the following as of December 31, 2023, April 30, 2023 and April 30, 2022: December 31, April 30, April 30, 2023 2023 2022 The company held multiple mortgage notes with a bank, each bearing an 8.49% interest rate and requiring monthly interest payments. These notes matured on various dates, including $226,737 on May 1, 2022; $110,250 on July 1, 2022; $228,750 on August 1, 2022; $217,500 on September 1, 2022; $177,974 on October 1, 2022; and $98,000 on November 1, 2022. Upon maturity, there was a balloon payment of the remaining principal and interest due. Additionally, the notes were secured by the respective properties and guaranteed by a shareholder of the company. - - 1,059,211 Mortgage note with a bank. The note bore interest at a rate of 5% + Prime with floor of 8.25% and provided for monthly interest payments. The note matures on February 10, 2024 at which time there was a balloon payment of remaining principal and interest due, and was secured by the property as well as guaranteed by a shareholder of the Company. - 880,000 880,000 Mortgage note with a bank. The note bore interest at a rate of 4.75% + Prime with floor of 8.25% and provided for monthly interest payments. The note matures on April 15, 2024 at which time there was a balloon payment of remaining principal and interest due, and was secured by the property as well as guaranteed by a shareholder of the Company. - 342,000 342,000 Total Short-term debt related to Properties $ - $ 1,222,000 $ 2,281,211 Less: Deferred financing costs, net - - (52,049 ) Total Short-term debt related to Properties, net $ - $ 1,222,000 $ 2,229,162 Promissory note bore interest at a rate of 1% + Prime. - 975,000 - Promissory note bore interest at a rate of 1% + Prime. - 4,875,000 - SAFE Note - - 6,000,000 First Insurance Loan 190,095 - - Total Short-term debt, net $ 190,095 $ 7,072,000 $ 8,229,162 |
Long-Term Liabilities
Long-Term Liabilities | 8 Months Ended |
Dec. 31, 2023 | |
Long-Term Liabilities [Abstract] | |
Long-Term Liabilities | Note 10 - Long-Term Liabilities Long-term liabilities consisted of the following as of December 31, 2023, April 30, 2023, and April 30, 2022: October 31, April 30, April 30, 2023 2023 2022 Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. $ 247,000 $ 247,000 - Maturities of long-term debt as of December 31, 2023, are as follows: 2053 $ 247,000 Total Long-term debt, net $ 247,000 |
Sale of Myalphie
Sale of Myalphie | 8 Months Ended |
Dec. 31, 2023 | |
Sale of Myalphie [Abstract] | |
Sale of myAlphie | Note 14 - Sale of myAlphie Effective May 17, 2023, the Company (the “Seller”) entered into a Second Amendment to an agreement (the “Second Amendment”) to finalize a transaction that was originally agreed to through a Membership Interest Purchase Agreement dated December 31, 2022 (the “Purchase Agreement”), with Turnit Holdings, LLC, an Ohio limited liability company (the “Buyer”, or “Turnit”). The Buyer is an indirect subsidiary of Crawford Hoying, which is owned and partially controlled by Brent Crawford, former chairman of the Company’s board of directors. CH ReAlpha Investments, LLC, and CH ReAlpha Investments II, LLC are also managed by Mr. Crawford. The Purchase Agreement was previously amended by a Letter Agreement dated March 11, 2023 (the “First Amendment”), which was entered into between the Buyer and Seller. The Purchase Agreement provided for the Buyer’s acquisition of all the issued and outstanding membership interests of myAlphie, LLC (the “Subsidiary”). Prior to the execution of the Purchase Agreement and pursuant to the Downstream Merger, the Company held myAlphie LLC as a subsidiary, along with (a) all its technology and intellectual property, and (b) two on-demand promissory notes in the amounts of $975,000 and $4,875,000 payable to CH ReAlpha Investments, LLC, and CH ReAlpha Investments II, LLC, respectively (together, the “Promissory Notes”). Upon closing of the Purchase Agreement (a) the Seller sold all of its interests in myAlphie LLC, and (b) the Buyer assumed the Seller’s remaining liabilities and outstanding obligations under the Promissory Notes. The net assets of myAlphie (excluding the promissory notes) prior to sale was approximately $347,000 resulting in a gain on sale of approximately $5,503,000 from the assumption of the promissory notes by the Buyer. The gain on sale is included in other income in the statement of operations for the eight months ended December 31, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These condensed | Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The financial statements include the operations, assets, and liabilities of the Company. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements. | Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The financial statements include the operations, assets, and liabilities of the Company. In the opinion of the Company’s management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to fairly present the accompanying financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $4,838,146 and $6,456,370 as of March 31, 2024 and December 31, 2023, respectively. | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash and cash equivalents of $6,456,370 as of December 31, 2023 and $1,256,868 as of April 30, 2023. The Company believes it has sufficient working capital to fund its operations for the next 12 months. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of March 31, 2024 | Concentration of Credit Risks Financial instruments that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of December 31, 2023, the Company’s cash was held by financial institutions that management believes have acceptable credit. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of related asset. Real estate assets are carried at cost. Depreciation is calculated on the straight-line method over the estimated lives of the assets ( 27.5 5 3 | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of related asset. Real estate assets are carried at cost. Depreciation is calculated on the straight-line method over the estimated lives of the assets (27.5 years for residential rental property, 5 years for furniture and fixtures and 3 years for furnishings). Major additions and betterments are capitalized and depreciated. Maintenance and repairs, which do not improve or extend the estimated useful lives, are expensed as incurred. Upon disposal of assets, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss resulting from the disposal is recorded in the period of disposition in the accompanying statement of operations. |
Investments | Investments The Company holds 25% of the equity in each of the two privately held entities, Naamche Inc. and The investments are classified as other assets on the Company’s condensed Consolidated Balance Sheet and the Company has not recorded any adjustments to the carrying value of investments in the period ended March 31, 2024 | Investments The Company holds 25% of the equity in each of the two privately held entities, Naamche Inc. and Carthagos. Inc. However, the Company does not have any significant control or influence over the financial and operating policies. As these equity instruments do not have readily determinable fair values, they have been measured using the measurement alternative, cost-less impairment. The carrying amount for these instruments would be subsequently adjusted for observable price changes, or prices in orderly transactions for an identical investment or similar investment of the same issuer. In addition, these investments are periodically evaluated for impairment. The investments are classified as other assets on the Company’s Consolidated Balance Sheet and the Company has not recorded any adjustments to the carrying value of investments in the period ended December 31, 2023. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company follows Accounting Standards Codification (ASC) 350, “Internal-Use Software,” to assess the capitalization of software development costs, such as those incurred during the application development stage, including coding, testing, and development of software functionality which are eligible for capitalization. Such costs encompass direct labor, third-party services, and other directly attributable expenses. As of March 31, 2024 Amortization of capitalized software development costs commences when the software is placed in service and is available for its intended use. The capitalized costs are amortized over the software’s estimated useful life, which is determined based on factors such as expected future benefits and the rate of technological change. The fair value of software acquired in a business combination is determined using the discounted cash flow (DCF) method as per ASC 820 “Fair Value Measurements and Disclosures”, requiring the consideration of significant inputs and assumptions, such as projected cash flows, expected growth rates, discount rates, and other relevant market data. The Company exercises judgment in selecting appropriate inputs, taking into account historical performance, market conditions, and the technological characteristics of the software. | Capitalized Software Development Costs The Company follows Accounting Standards Codification (ASC) 350, “Internal-Use Software,” to assess the capitalization of software development costs, such as those incurred during the application development stage, including coding, testing, and development of software functionality which are eligible for capitalization. Such costs encompass direct labor, third-party services, and other directly attributable expenses. As of December 31, 2023, the software under development has not reached the stage of being substantially complete and ready for its intended use. Consequently, the Company continues to capitalize costs related to the application development stage in accordance with ASC 350. Amortization of capitalized software development costs commences when the software is placed in service and is available for its intended use. The capitalized costs are amortized over the software’s estimated useful life, which is determined based on factors such as expected future benefits and the rate of technological change. The fair value of software acquired in a business combination is determined using the discounted cash flow (DCF) method as per ASC 820 “Fair Value Measurements and Disclosures”, requiring the consideration of significant inputs and assumptions, such as projected cash flows, expected growth rates, discount rates, and other relevant market data. The Company exercises judgment in selecting appropriate inputs, taking into account historical performance, market conditions, and the technological characteristics of the software. |
Goodwill | Goodwill 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. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit. | Goodwill 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. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit. As of December 31, 2023, our annual goodwill testing date, we performed a quantitative analysis on our reporting unit Roost Enterprises, Inc. (dba Rhove) to measure whether the fair value of our reporting units was less than their carrying amounts. The fair value measurement of the reporting units was derived based on judgments and assumptions we believe market participants would use in assessing the fair value of the reporting units. These judgments and assumptions included the valuation premise, use of a discounted cash flow model to estimate fair value under an income approach and inputs to the valuation model. The inputs included our five-year financial plan operating results, including operating revenues, measures of the risk-free rate, equity premium and systematic risk used in the calculation of the applied discount rate under the capital asset pricing model and views regarding future market conditions, among others. The use of alternate judgments and assumptions, including changes in the risk-free rate, could substantially change the results of our goodwill impairment analysis, including the potential recognition of an impairment charge in our Consolidated Financial Statements. The result of the quantitative goodwill impairment test for 2023 indicated that the fair value of the reporting unit exceeded their carrying amounts and no goodwill impairment charges were recognized. |
Definite-lived Intangible Assets | Definite-lived Intangible Assets ASC 350 on Intangibles – Goodwill and Other; Intangible assets; the valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates. These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method and estimated useful lives ranging from 2 to 8 | Definite-lived Intangible Assets Accounting Standards Codification (ASC) 350 on Intangibles – Goodwill and Other; Intangible assets are definite-lived intangible assets such as technology, customer contracts and trademarks resulted from business acquisition of Roost Enterprises, Inc. (dba “Rhove”). The valuation and classification of these intangible assets and determination of useful lives involves judgments and significant estimates. These Identifiable intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are amortized over their estimated useful lives in a manner that best reflects the economic benefits of the intangible asset using the straight-line method and estimated useful lives ranging from 2 to 8 years. We periodically review the estimated useful lives of our definite-lived intangible assets and identify events or changes in circumstances that may indicate revised estimated useful lives. |
Credit Facilities | Credit Facilities In May 2022, reAlpha Acquisitions Churchill, LLC, a wholly-owned subsidiary of reAlpha Tech Corp., entered into a credit agreement with Churchill Finance I, LLC, securing a credit facility of $200 million. The facility provides the Company with increased financial flexibility to pursue strategic opportunities in the real estate market. Management may utilize the credit facility to expand the Company’s portfolio of rental properties. By leveraging this credit facility, the Company aims to capitalize on attractive investment prospects while adhering to its prudent financial management principles. The terms and conditions of the credit agreement with Churchill Finance I, LLC have been evaluated by management, and the interest rates and repayment terms are considered competitive and favorable to the Company’s financial interests. | Credit Facilities In May 2022, the reAlpha Acquisitions Churchill, LLC, a wholly-owned subsidiary of reAlpha Tech Corp., entered into a credit agreement with Churchill Finance I, LLC, securing a credit facility of $200 million. The primary purpose of this credit facility is to finance short-term rental acquisitions. The facility provides the company with increased financial flexibility to pursue strategic opportunities in the real estate market. Management may utilize the credit facility to expand the Company’s portfolio of rental properties. By leveraging this credit facility, the Company aims to capitalize on attractive investment prospects while adhering to its prudent financial management principles. The terms and conditions of the credit agreement with Churchill Finance I, LLC have been evaluated by management, and the interest rates and repayment terms are considered competitive and favorable to the Company’s financial interests. |
Revenue Recognition | Revenue Recognition Revenues consist of short-term rentals and technology platform booking income. Short-term rental revenues include revenues from the rental of properties via Airbnb, Vacasa, and such digital hospitality platforms. Technology Platform Revenue includes revenues from bookings made on our technology platform towards painting and cleaning of properties. As we are responsible for services rendered by the technology platform, fees charged to end-users are also included in revenue, while payments to vendors in exchange for their services are recognized in the cost of revenue, exclusive of depreciation and amortization. Revenues are recognized in accordance with Topic 606 of the Financial Accounting Standards Board (FASB) ASC for revenue recognition. | Revenue Recognition Revenues consist of short-term rentals and technology platform booking income. Short-term rental revenues include revenues from the rental of properties via Airbnb, Vacasa, and such digital hospitality platforms. Technology Platform Revenue includes revenues from bookings made on our technology platform towards painting and cleaning of properties. As we are responsible for services rendered by the technology platform, fees charged to end-users are also included in revenue, while payments to vendors in exchange for their services are recognized in the cost of revenue, exclusive of depreciation and amortization. Revenues are recognized in accordance with Topic 606 of the Financial Accounting Standards Board (FASB) ASC for revenue recognition. The Company recognizes revenues in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when (or as) performance obligations are satisfied. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes The deferred tax assets that we record each period depend primarily on our ability to generate future taxable income in the United States. Each period, we evaluate the need for a valuation allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax assets are recorded only to the extent we conclude it is more likely than not that these deferred tax assets will be realized. If our outlook for future taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change. We are also required to evaluate and quantify other sources of taxable income, such as the possible reversal of future deferred tax liabilities, should any arise, and the implementation of tax planning strategies. Evaluating and quantifying these amounts is difficult and involves significant judgment, based on all of the available evidence and assumptions about our future activities. | Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes The deferred tax assets that we record each period depend primarily on our ability to generate future taxable income in the United States. Each period, we evaluate the need for a valuation allowance against our deferred tax assets and, if necessary, adjust the valuation allowance so that net deferred tax assets are recorded only to the extent we conclude it is more likely than not that these deferred tax assets will be realized. If our outlook for future taxable income changes significantly, our assessment of the need for, and the amount of, a valuation allowance may also change. We are also required to evaluate and quantify other sources of taxable income, such as the possible reversal of future deferred tax liabilities, should any arise, and the implementation of tax planning strategies. Evaluating and quantifying these amounts is difficult and involves significant judgment, based on all of the available evidence and assumptions about our future activities. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company presents basic earnings (loss) per share (“EPS”) and diluted EPS on the face of the condensed consolidated statements of operations. Basic earnings (loss) per share is computed as net earnings (loss) divided by the weighted average number of common shares outstanding for the period. For periods in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the three months ended March 31, 2024, the GEM Warrants (as defined below) to purchase up to 1,700,884 of the Company’s shares of common stock were excluded. | Earnings (Loss) Per Share The Company presents basic earnings (loss) per share (“EPS”) and diluted EPS on the face of the consolidated statements of operations. Basic earnings (loss) per share is computed as net earnings (loss) divided by the weighted average number of common shares outstanding for the period. For periods in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the eight months ended December 31, 2023, the GEM Warrants (as defined below) to purchase up to 1,700,884 and 1,600,000 of the Company’s shares of common stock were excluded. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis. The Company’s balance sheet includes certain financial instruments. Certain assets and liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. | Fair Value of Financial Instruments When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis. The Company’s balance sheet includes certain financial instruments. Certain assets and liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Consistent with the treatment for emerging growth companies under the Jumpstart Our Business Startups (JOBS) Act, the Company has elected to delay the implementation of new accounting standards to the extent such standards provide for delayed implementation by non-public business entities. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements and related disclosures from the adoption of this guidance | Recently Issued Accounting Pronouncements Consistent with the treatment for emerging growth companies under the Jumpstart Our Business Startups (JOBS) Act, the Company has elected to delay the implementation of new accounting standards to the extent such standards provide for delayed implementation by non-public business entities. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The implementation of this standard did not have a material effect on the Company’s financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures from the adoption of this guidance. |
Reclassification Presentation | Reclassification Presentation Certain amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. | Reclassification Presentation Certain amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 8 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Pre-Tax Book Income/(Loss) | Pre-Tax book income/(loss) has been recorded in the following jurisdictions: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 US (1,060,918 ) (5,465,040 ) (5,411,896 ) Foreign 13,945 12,657 19,884 Total pre-tax income/(loss) $ (1,046,973 ) $ (5,452,383 ) $ (5,392,012 ) |
Schedule of Components of the provision (benefit) for income taxes | The components of the provision (benefit) for income taxes are as follows for the years ended December 31, 2023, April 30, 2023, and April 30, 2022: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 Current: Federal $ 166,478 $ - $ - State 37,808 - - Foreign - - - 204,286 - - Deferred: Federal - - - State - - - Foreign - - - - - - Total income tax provision $ 204,286 $ - $ - |
Schedule of Reconciliation of the Income Tax Provision (Benefit) | The following table presents a reconciliation of the income tax provision (benefit) computed at the statutory federal rate and the Company’s income tax provision (benefit) for the periods presented: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 U.S. federal taxes at statutory rate $ (219,962 ) $ (1,145,153 ) $ (1,129,668 ) State tax (net of federal benefit) 37,808 - - Foreign Taxes - - - Regulation-A Costs 24,556 368,830 - Stock Registration Expenses 946,768 - - Non-Controlling Interest 98 152 (2,655 ) Other Permanent Differences 1,979 19,101 85,182 Other - - - Change in valuation allowance (586,961 ) 757,070 1,047,140 Total $ 204,286 $ - $ - |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities are as follows: Tax Years Ended 12/31/2023 4/30/2023 4/30/2022 Deferred tax assets: Net operating loss carryforwards $ 2,559,749 $ 3,238,595 $ 599,075 Charitable Contributions - 1,483 - Section 174 Capitalization 418,028 406,010 51,017 Property and equipment - - 505 Gross deferred tax assets 2,977,777 3,646,087 650,597 Valuation allowance (2,523,225 ) (1,592,835 ) (524,891 ) Net deferred tax assets $ 454,552 $ 2,053,252 $ 125,706 Deferred tax liabilities Property and equipment $ (6,285 ) $ (946 ) $ - Intangibles (448,267 ) (2,052,306 ) (125,706 ) Gross deferred tax liabilities (454,552 ) (2,053,252 ) (125,706 ) Net deferred tax liabilities (454,552 ) (2,053,252 ) (125,706 ) Net deferred taxes $ - $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property and Equipment [Abstract] | ||
Schedule of Investments in Property and Equipment | Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Computer $ 33,387 $ (18,739 ) $ 14,648 Furniture and fixtures 20,815 (7,569 ) 13,246 Total investment in property and equipment $ 54,202 $ (26,308 ) $ 27,894 Accumulated Net Cost Depreciation Investment Computer $ 33,401 $ (11,856 ) $ 21,545 Furniture and fixtures 20,853 (7,467 ) 13,386 Total investment in property and equipment $ 54,254 $ (19,323 ) $ 34,931 Accumulated Net Cost Depreciation Investment Land $ 19,690 $ - $ 19,690 Buildings and building improvements 267,117 (6,172 ) 260,945 Furniture and fixtures 16,090 (3,117 ) 12,973 Total investment in real estate $ 302,897 $ (9,289 ) $ 293,608 | Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Computer $ 33,401 $ (11,856 ) $ 21,545 Furniture and fixtures 20,853 (7,467 ) 13,386 Total investment in real estate $ 54,254 $ (19,323 ) $ 34,931 Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 19,690 $ - $ 19,690 Buildings and building improvements 267,117 (6,172 ) 260,945 Furniture and fixtures 16,090 (3,117 ) 12,973 Total investment in real estate $ 302,897 $ (9,289 ) $ 293,608 Investments in property and equipment consisted of the following as of April 30, 2023 Accumulated Net Cost Depreciation Investment Land $ 218,556 $ - $ 218,556 Buildings and building improvements 1,713,265 (72,514 ) 1,640,751 Computer 33,543 (11,904 ) 21,639 Furniture and fixtures 73,975 (22,355 ) 51,620 Total investments $ 2,039,339 $ (106,773 ) $ 1,932,566 Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 19,690 $ - $ 19,690 Buildings and building improvements 226,284 (6,012 ) 220,272 Furniture and fixtures 16,090 (2,626 ) 13,464 Total investments $ 262,064 $ (8,638 ) $ 253,426 Investments in property and equipment other than held for sale Accumulated Net Cost Depreciation Investment Land $ 218,556 $ - $ 218,556 Buildings and building improvements 1,713,265 (10,058 ) 1,703,207 Computer 32,330 (3,637 ) 28,693 Furniture and fixtures 69,305 (2,065 ) 67,240 Total investments $ 2,033,456 $ (15,760 ) $ 2,017,696 Investments in property and equipment held for sale Accumulated Net Cost Depreciation Investment Land $ 138,283 $ - $ 138,283 Buildings and building improvements 1,609,873 (39,999 ) 1,569,874 Furniture and fixtures 106,530 (16,234 ) 90,296 Total investments $ 1,854,686 $ (56,233 ) $ 1,798,453 |
Other Loans (Tables)
Other Loans (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Other Loans [Abstract] | ||
Schedule of Mortgage and Other Loans | Mortgage and other loans consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 First Insurance Loan 118,809 190,095 Total Short-term debt, net $ 118,809 $ 190,095 | Mortgage and other loans consisted of the following as of December 31, 2023, April 30, 2023 and April 30, 2022: December 31, April 30, April 30, 2023 2023 2022 The company held multiple mortgage notes with a bank, each bearing an 8.49% interest rate and requiring monthly interest payments. These notes matured on various dates, including $226,737 on May 1, 2022; $110,250 on July 1, 2022; $228,750 on August 1, 2022; $217,500 on September 1, 2022; $177,974 on October 1, 2022; and $98,000 on November 1, 2022. Upon maturity, there was a balloon payment of the remaining principal and interest due. Additionally, the notes were secured by the respective properties and guaranteed by a shareholder of the company. - - 1,059,211 Mortgage note with a bank. The note bore interest at a rate of 5% + Prime with floor of 8.25% and provided for monthly interest payments. The note matures on February 10, 2024 at which time there was a balloon payment of remaining principal and interest due, and was secured by the property as well as guaranteed by a shareholder of the Company. - 880,000 880,000 Mortgage note with a bank. The note bore interest at a rate of 4.75% + Prime with floor of 8.25% and provided for monthly interest payments. The note matures on April 15, 2024 at which time there was a balloon payment of remaining principal and interest due, and was secured by the property as well as guaranteed by a shareholder of the Company. - 342,000 342,000 Total Short-term debt related to Properties $ - $ 1,222,000 $ 2,281,211 Less: Deferred financing costs, net - - (52,049 ) Total Short-term debt related to Properties, net $ - $ 1,222,000 $ 2,229,162 Promissory note bore interest at a rate of 1% + Prime. - 975,000 - Promissory note bore interest at a rate of 1% + Prime. - 4,875,000 - SAFE Note - - 6,000,000 First Insurance Loan 190,095 - - Total Short-term debt, net $ 190,095 $ 7,072,000 $ 8,229,162 |
Mortgage Loans (Tables)
Mortgage Loans (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Mortgage Loans [Abstract] | ||
Schedule of Long-Term Liabilities | Long- term liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. $ - $ 247,000 | Long-term liabilities consisted of the following as of December 31, 2023, April 30, 2023, and April 30, 2022: October 31, April 30, April 30, 2023 2023 2022 Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. $ 247,000 $ 247,000 - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Schedule of Reconciliation of Revenue by Reportable Segment to Consolidated Revenue | The table below presents a reconciliation of revenue by reportable segment to consolidated revenue and a reconciliation of consolidated segment operating profit to consolidated loss before income taxes for the three months ended March 31, 2024 and 2023. Three months Ended 2024 2023 Revenue by segment Platform services $ 20,426 $ 62,810 Rental services - 48,641 Consolidated revenue 20,426 111,451 Segment cost of revenue Platform services (18,249 ) (62,528 ) Rental services - (8,247 ) Consolidated segment cost of revenue (18,249 ) (70,775 ) Consolidated segment gross margin 2,177 40,676 Segment operating expense Platform services - - Rental services (39,135 ) (62,567 ) Consolidated segment operating expenses (39,135 ) (62,567 ) Total consolidated segment operating loss (36,958 ) (21,891 ) Segment other income (loss) Platform services - - Rental services 20,590 (55,532 ) Total consolidated segment operating loss (16,368 ) (77,423 ) Corporate expenses Operating expenses (1,270,540 ) (772,001 ) Other income (expenses), net (132,137 ) (15,489 ) (1,402,677 ) (787,490 ) Total consolidated loss before income taxes $ (1,419,045 ) $ (864,913 ) | Eight months Ended Platform Rental Total Revenues $ 99,028 $ 22,662 $ 121,690 Cost of goods sold (93,380 ) (1,285 ) (94,665 ) Gross margin 5,648 21,377 27,025 Operating expenses - (2,598,124 ) (2,598,124 ) Operating loss 5,648 (2,576,747 ) (2,571,099 ) Other Income (expenses), net 5,502,774 (211,124 ) 5,291,650 Net Income/ (loss) $ 5,508,422 $ (2,787,871 ) $ 2,720,551 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants [Abstract] | ||
Schedule of Black Scholes Option Valuation Model | The factors considered in the Black Scholes option valuation model are as below: Rhove acquisition Follow-on Underlying stock price $ 10 $ 4 Exercise price $ 10 $ 5 Volatility 76.60 % 90.00 % Risk free interest rate 3.69 % 4.43 % Maturity 2 years 5 years | The factors considered in the Black Scholes option valuation model are as below: Rhove Follow-on Underlying stock price $ 10 $ 4 Exercise price $ 10 $ 5 Volatility 76.60 % 90.00 % Risk free interest rate 3.69 % 4.43 % Maturity 2 years 5 years |
Schedule of Warrant Activity | Warrant activity for the period ended March 31, 2024 Warrants Weighted Average Outstanding Exercise Price Life (Years) Warrants outstanding on April 30, 2022 — $ — 0.00 Warrant activity — — — Warrants outstanding on April 30, 2023 0.00 $ 0.00 0.00 Warrants Issued on October 23, 2023 1,700,884 371.90 4.56 Warrants Issued on November 21, 2023 1,600,000 5.00 4.64 Warrants outstanding on March 31, 2024 3,300,884 $ 194.06 4.60 | Warrant activity during the eight months ended December 31, 2023 follows: Warrants Weighted Average Outstanding Exercise Price Life (Years) Warrants outstanding on April 30, 2022 — $ — 0.00 Warrant activity — — — Warrants outstanding on April 30, 2023 0.00 $ 0.00 0.00 Warrants Issued on October 23, 2023 1,700,884 371.90 4.81 Warrants Issued on November 21, 2023 1,600,000 5.00 4.89 Warrants outstanding on December 31, 2023 3,300,884 194.06 4.85 |
Business Combinations (Tables)
Business Combinations (Tables) | 8 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Fair Value Measurements of Business Combinations | During the measurement period, we obtained a purchase price allocation report from a consulting firm to assist in finalizing the fair value of assets acquired and liabilities assumed. Accordingly, the fair value measurements and adjustments are noted below. Assets Acquired: Initial Measurement Final Cash 123,594 - 123,594 Cap software develop/Intangible assets 7,946,844 (6,827,844 ) 1,119,000 Trademark - 34,000 34,000 Customer Relationship - 104,000 104,000 Other current assets 148,321 - 148,321 Total Assets Acquired 8,218,759 (6,689,844 ) 1,528,915 Liabilities assumed: Accounts payable 96,207 - 96,207 Accrued expenses payable 5,500 - 5,500 Membership Contributions 7,696 (7,696 ) - Venture debt/loc 1 100,000 - 100,000 Total Liabilities Assumed 209,403 (7,696 ) 201,707 Total identifiable net assets 8,009,356 (6,682,148 ) 1,327,208 Purchase price 13,145,250 5,512,000 18,657,250 Goodwill - Excess of the purchase price over fair value of net assets acquired on acquisition date 5,135,894 12,194,148 17,330,042 |
Schedule of Identifiable Intangible Assets | The purchase price allocation to identifiable intangible assets acquired subject to amortization consists of the following: Estimated Gross Value Accumulated Net Book Value Definite Lived Intangible Assets: Technology 5 $ 1,119,000 $ 235,860 $ 883,140 Customer and other relationships 8 104,000 13,134 90,866 Trade names 2 34,000 10,044 23,956 Balance, December 31, 2023 $ 1,257,000 $ 259,038 $ 997,962 |
Schedule of Estimate Amortization Expense | We estimate amortization expense for the next five years and beyond will be as follows: Years Ending December 31: Amount 2024 $ 257,722 2025 233,766 2026 233,766 2027 233,766 2028 12,980 Thereafter 25,962 Total $ 997,962 |
Schedule of Stock Option Activity | Stock options granted in acquisition of Rhove deal with an exercise price of $10 and a two year exercise period from the date of grant. Options Weighted average Weighted average Outstanding and exercisable as of December 31, 2023 1,263,000 $ 10 1.23 |
Schedule of Pro Forma Consolidated Results of Operations | The following condensed unaudited pro forma consolidated results of operations for the Company for the eight months ended December 31, 2023 and for the years ended April 30, 2023, and 2022 present the results of operations of the Company and Rhove as if the acquisition occurred on May 1, 2022. December 31, April 30, April 30, 2023 2023 2022 Revenue $ 121,690 $ 419,412 $ 305,364 Operating costs and expenses (6,460,312 ) (7,256,469 ) (9,609,986 ) Income from operations (6,338,622 ) (6,837,057 ) (9,304,622 ) Other Income (Expense) 5,291,649 99,415 123,136 Net income/(Loss) $ (1,046,973 ) $ (6,737,642 ) $ (9,181,486 ) |
Mortgage and Other Loans (Table
Mortgage and Other Loans (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Mortgage and Other Loans [Abstract] | ||
Schedule of Mortgage and Other Loans | Mortgage and other loans consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 First Insurance Loan 118,809 190,095 Total Short-term debt, net $ 118,809 $ 190,095 | Mortgage and other loans consisted of the following as of December 31, 2023, April 30, 2023 and April 30, 2022: December 31, April 30, April 30, 2023 2023 2022 The company held multiple mortgage notes with a bank, each bearing an 8.49% interest rate and requiring monthly interest payments. These notes matured on various dates, including $226,737 on May 1, 2022; $110,250 on July 1, 2022; $228,750 on August 1, 2022; $217,500 on September 1, 2022; $177,974 on October 1, 2022; and $98,000 on November 1, 2022. Upon maturity, there was a balloon payment of the remaining principal and interest due. Additionally, the notes were secured by the respective properties and guaranteed by a shareholder of the company. - - 1,059,211 Mortgage note with a bank. The note bore interest at a rate of 5% + Prime with floor of 8.25% and provided for monthly interest payments. The note matures on February 10, 2024 at which time there was a balloon payment of remaining principal and interest due, and was secured by the property as well as guaranteed by a shareholder of the Company. - 880,000 880,000 Mortgage note with a bank. The note bore interest at a rate of 4.75% + Prime with floor of 8.25% and provided for monthly interest payments. The note matures on April 15, 2024 at which time there was a balloon payment of remaining principal and interest due, and was secured by the property as well as guaranteed by a shareholder of the Company. - 342,000 342,000 Total Short-term debt related to Properties $ - $ 1,222,000 $ 2,281,211 Less: Deferred financing costs, net - - (52,049 ) Total Short-term debt related to Properties, net $ - $ 1,222,000 $ 2,229,162 Promissory note bore interest at a rate of 1% + Prime. - 975,000 - Promissory note bore interest at a rate of 1% + Prime. - 4,875,000 - SAFE Note - - 6,000,000 First Insurance Loan 190,095 - - Total Short-term debt, net $ 190,095 $ 7,072,000 $ 8,229,162 |
Long-Term Liabilities (Tables)
Long-Term Liabilities (Tables) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Long-Term Liabilities [Abstract] | ||
Schedule of Long-Term Liabilities | Long- term liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. $ - $ 247,000 | Long-term liabilities consisted of the following as of December 31, 2023, April 30, 2023, and April 30, 2022: October 31, April 30, April 30, 2023 2023 2022 Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. $ 247,000 $ 247,000 - |
Schedule of Maturities of Long-Term Debt | Maturities of long-term debt as of December 31, 2023, are as follows: 2053 $ 247,000 Total Long-term debt, net $ 247,000 |
Organization and Description _2
Organization and Description of Business (Details) | Mar. 21, 2023 |
reAlpha Tech Corp [Member] | |
Organization and Description of Business [Line Items] | |
Owned percentage | 90% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | ||
May 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents (in Dollars) | $ 4,838,146 | $ 6,456,370 | $ 1,256,868 | $ 2,072,090 | |
Federal deposit insurance corporation (in Dollars) | $ 250,000 | $ 250,000 | |||
Percentage of equity privately held entities | 25% | 25% | |||
Credit facility (in Dollars) | $ 200,000,000 | $ 200,000,000 | |||
Residential Rental Property [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated lives assets | 27 years 6 months | 27 years 6 months | |||
Furniture and Fixtures [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated lives assets | 5 years | 5 years | |||
Furnishings [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Property and equipment estimated lives assets | 3 years | 3 years | |||
Warrants [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Purchase of warrants (in Shares) | 1,700,884 | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Intangible asset useful lives | 2 years | 2 years | |||
Purchase of warrants (in Shares) | 1,600,000 | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Intangible asset useful lives | 8 years | 8 years | |||
Purchase of warrants (in Shares) | 1,700,884 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Going Concern [Abstract] | ||
Cash | $ 4.8 | $ 6.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Income Taxes [Line Items] | |||||
Net Loss before income taxes | $ (1,419,045) | $ (864,913) | $ (1,046,973) | $ (5,452,383) | $ (5,392,012) |
Valuation allowance | 900,000 | ||||
Federal net operating loss | $ 3,200,000 | ||||
Net operating loss limitation rate | 80% | ||||
Carryover of state and local NOL | $ 3,200,000 | ||||
Cumulative ownership percentage | 50% | ||||
Excise tax on stock buybacks | 1% | ||||
Domestic Tax Jurisdiction [Member] | |||||
Income Taxes [Line Items] | |||||
Net Loss before income taxes | $ (1,060,918) | $ (5,465,040) | $ (5,411,896) | ||
Federal net operating loss | $ 12,100,000 | ||||
Minimum [Member] | |||||
Income Taxes [Line Items] | |||||
Provisions of corporate minimum tax | 15% | ||||
U.S. [Member] | |||||
Income Taxes [Line Items] | |||||
Amortized period | 5 years | ||||
Foreign Costs [Member] | |||||
Income Taxes [Line Items] | |||||
Amortized period | 15 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Property and Equipment [Abstract] | |||||
Depreciation expenses | $ 7,022 | $ 26,551 | $ 30,027 | $ 93,254 | $ 90,386 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Investments in Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | $ 54,202 | $ 54,254 | $ 2,039,339 | $ 2,033,456 |
Accumulated Depreciation | (26,308) | (19,323) | (106,773) | (15,760) |
Net Investment | 27,894 | 34,931 | 1,932,566 | 2,017,696 |
Computer [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 33,387 | 33,401 | 33,543 | 32,330 |
Accumulated Depreciation | (18,739) | (11,856) | (11,904) | (3,637) |
Net Investment | 14,648 | 21,545 | 21,639 | 28,693 |
Furniture and fixtures [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 20,815 | 20,853 | 73,975 | 69,305 |
Accumulated Depreciation | (7,569) | (7,467) | (22,355) | (2,065) |
Net Investment | 13,246 | 13,386 | 51,620 | 67,240 |
Land [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 218,556 | 218,556 | ||
Accumulated Depreciation | ||||
Net Investment | 218,556 | 218,556 | ||
Buildings and building improvements [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 1,713,265 | 1,713,265 | ||
Accumulated Depreciation | (72,514) | (10,058) | ||
Net Investment | 1,640,751 | 1,703,207 | ||
Property, Plant and Equipment [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 302,897 | 302,897 | 262,064 | 1,854,686 |
Accumulated Depreciation | (9,289) | (9,289) | (8,638) | (56,233) |
Net Investment | 293,608 | 293,608 | 253,426 | 1,798,453 |
Property, Plant and Equipment [Member] | Furniture and fixtures [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 16,090 | 16,090 | 16,090 | 106,530 |
Accumulated Depreciation | (3,117) | (3,117) | (2,626) | (16,234) |
Net Investment | 12,973 | 12,973 | 13,464 | 90,296 |
Property, Plant and Equipment [Member] | Land [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 19,690 | 19,690 | 19,690 | 138,283 |
Accumulated Depreciation | ||||
Net Investment | 19,690 | 19,690 | 19,690 | 138,283 |
Property, Plant and Equipment [Member] | Buildings and building improvements [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 267,117 | 267,117 | 226,284 | 1,609,873 |
Accumulated Depreciation | (6,172) | (6,172) | (6,012) | (39,999) |
Net Investment | $ 260,945 | $ 260,945 | $ 220,272 | $ 1,569,874 |
Capitalized Software Developm_2
Capitalized Software Development Costs, Work in Progress (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Capitalized Software Development Costs, Work in Progress [Abstract] | ||||
Capitalized software costs | $ 911,485 | $ 839,085 | $ 8,998,755 | $ 599,459 |
Other Loans (Details) - Schedul
Other Loans (Details) - Schedule of Mortgage and Other Loans - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Schedule of Mortgage and Other Loans [Abstract] | ||||
First Insurance Loan | $ 118,809 | $ 190,095 | ||
Total Short-term debt, net | $ 118,809 | $ 190,095 | $ 7,072,000 | $ 8,229,162 |
Mortgage Loans (Details) - Sche
Mortgage Loans (Details) - Schedule of Long-Term Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Notes Payable to Banks [Member] | Mortgage Note [Member] | ||||
Schedule of Long-Term Liabilities [Line Items] | ||||
Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. | $ 247,000 | $ 247,000 |
Mortgage Loans (Details) - Sc_2
Mortgage Loans (Details) - Schedule of Long-Term Liabilities (Parentheticals) - Notes Payable to Banks [Member] - Mortgage Note [Member] | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Long-Term Liabilities [Line Items] | ||
Note bears interest rate | 7.50% | 7.50% |
Maturity date | Jan. 01, 2053 | Jan. 01, 2053 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Nov. 24, 2023 | Mar. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2021 | |
Stockholders’ Equity (Deficit) [Abstract] | |||||||
Shares issued | 205,000,000 | 205,000,000 | |||||
Shares of common stock | 200,000,000 | 50,000,000 | 200,000,000 | 200,000,000 | |||
Par value of common stock (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Shares of preferred stock | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Par value of preferred stock (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock issued | 42,522,091 | 44,122,091 | 44,122,091 | ||||
Common stock outstanding | 42,522,091 | 8,634,210 | 44,122,091 | 44,122,091 | |||
Preferred stock issued | 0 | 0 | 0 | 0 | |||
Preferred stock outstanding | 0 | 0 | 0 | 0 | |||
Number of Units Issued | 1,600,000 | ||||||
Unit, Price per Share (in Dollars per share) | $ 5 | ||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 8,000,000 | $ 1,435,980 | $ 8,955,370 | $ 100,000 | |||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 7,160,000 | ||||||
Warrant holders exercise price (in Dollars per share) | $ 5 | $ 0 | $ 194.06 | $ 194.06 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | May 08, 2023 USD ($) |
Commitments and Contingencies [Abstract] | |
Loss in institutional investment | $ 20 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
Reportable segments | 2 | 2 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Reconciliation of Revenue by Reportable Segment to Consolidated Revenue - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Revenue by segment | |||||
Consolidated revenue | $ 20,426 | $ 111,451 | $ 121,690 | $ 419,412 | $ 305,377 |
Segment cost of revenue | |||||
Consolidated segment cost of revenue | (18,249) | (70,775) | (94,665) | (293,204) | (167,193) |
Consolidated segment gross margin | 2,177 | 40,676 | 27,025 | 126,208 | 138,184 |
Segment operating expense | |||||
Consolidated segment operating expenses | (39,135) | (62,567) | |||
Total consolidated segment operating loss | 1,307,498 | 793,892 | 6,338,622 | 4,948,379 | 4,828,942 |
Segment other income (loss) | |||||
Total consolidated segment operating loss | (16,368) | (77,423) | |||
Corporate expenses | |||||
Operating expenses | (1,309,675) | (834,568) | (6,365,647) | (5,074,587) | (4,967,126) |
Other income (expenses), net | (132,137) | (15,489) | |||
Total Corporate expenses | (1,402,677) | (787,490) | |||
Total consolidated loss before income taxes | (1,419,045) | (864,913) | $ (1,046,973) | $ (5,452,383) | $ (5,392,012) |
Platform services [Member] | |||||
Revenue by segment | |||||
Consolidated revenue | 20,426 | 62,810 | |||
Segment cost of revenue | |||||
Consolidated segment cost of revenue | (18,249) | (62,528) | |||
Segment operating expense | |||||
Consolidated segment operating expenses | |||||
Segment other income (loss) | |||||
Total consolidated segment operating loss | |||||
Rental Services [Member] | |||||
Revenue by segment | |||||
Consolidated revenue | 48,641 | ||||
Segment cost of revenue | |||||
Consolidated segment cost of revenue | (8,247) | ||||
Segment operating expense | |||||
Consolidated segment operating expenses | (39,135) | (62,567) | |||
Segment other income (loss) | |||||
Total consolidated segment operating loss | 20,590 | (55,532) | |||
Segment Operating Expense [Member] | |||||
Segment operating expense | |||||
Total consolidated segment operating loss | (36,958) | (21,891) | |||
Corporate Expenses [Member] | |||||
Corporate expenses | |||||
Operating expenses | $ (1,270,540) | $ (772,001) |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Nov. 24, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | Mar. 31, 2024 | Oct. 23, 2023 | Apr. 30, 2021 | |
Warrants [Line Items] | ||||||||
Warrants outstanding (in Shares) | 3,300,884 | 0 | 3,300,884 | |||||
warrant Exercise Price | $ 5 | $ 194.06 | $ 0 | $ 194.06 | ||||
Total gross proceeds (in Dollars) | $ 8,000,000 | |||||||
Net Proceeds from warrants (in Dollars) | $ 7,160,000 | |||||||
Commitment fee (in Dollars) | $ 1,000,000 | |||||||
Warrant [Member] | ||||||||
Warrants [Line Items] | ||||||||
Warrants outstanding (in Shares) | 1,700,884 | |||||||
warrant Exercise Price | $ 371.9 | |||||||
Shares issuing (in Shares) | 1,600,000 | |||||||
First Tranche [Member] | ||||||||
Warrants [Line Items] | ||||||||
Commitment fee percentage | 2% | |||||||
Second Tranche [Member] | ||||||||
Warrants [Line Items] | ||||||||
Commitment fee percentage | 2% | |||||||
Minimum [Member] | Warrant [Member] | ||||||||
Warrants [Line Items] | ||||||||
warrant Exercise Price | $ 371.9 | 371.9 | ||||||
Common Stock [Member] | ||||||||
Warrants [Line Items] | ||||||||
Shares issuing (in Shares) | 153,697 | 895,537 | 10,000 | |||||
Common Stock [Member] | Warrant [Member] | ||||||||
Warrants [Line Items] | ||||||||
warrant Exercise Price | $ 406.67 | |||||||
Common Stock [Member] | Warrant [Member] | ||||||||
Warrants [Line Items] | ||||||||
warrant Exercise Price | $ 371.9 | $ 371.9 | ||||||
Warrant [Member] | ||||||||
Warrants [Line Items] | ||||||||
Warrants outstanding (in Shares) | 1,700,884 | |||||||
warrant Exercise Price | $ 5 | |||||||
Warrant [Member] | Common Stock [Member] | ||||||||
Warrants [Line Items] | ||||||||
warrant Exercise Price | $ 406.67 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Black Scholes Option Valuation Model - $ / shares | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Rhove acquisition [Member] | ||
Schedule of Black Scholes Option Valuation Model [Line Items] | ||
Underlying stock price | $ 10 | $ 10 |
Exercise price | $ 10 | $ 10 |
Volatility | 76.60% | 76.60% |
Risk free interest rate | 3.69% | 3.69% |
Maturity | 2 years | 2 years |
Follow-on [Member] | ||
Schedule of Black Scholes Option Valuation Model [Line Items] | ||
Underlying stock price | $ 4 | $ 4 |
Exercise price | $ 5 | $ 5 |
Volatility | 90% | 90% |
Risk free interest rate | 4.43% | 4.43% |
Maturity | 5 years | 5 years |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of Warrant Activity - $ / shares | 12 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Nov. 21, 2023 | Oct. 23, 2023 | |
Schedule of Warrant Activity [Abstract] | ||||
Warrants Outstanding, beginning balance | ||||
Weighted Average Exercise Price, beginning balance | ||||
Average Remaining Contractual Life (Years), beginning balance | 0 years | |||
Warrants Outstanding, Warrant activity | ||||
Weighted Average Exercise Price ,Warrant activity | ||||
Average Remaining Contractual Life (Years) ,Warrant activity | ||||
Warrants Outstanding, ending balance | 0 | |||
Weighted Average Exercise Price, ending balance | $ 0 | |||
Average Remaining Contractual Life (Years), ending balance | 0 years | 0 years | ||
Warrants Outstanding ,Warrants Issued | 1,600,000 | 1,700,884 | ||
Weighted Average Exercise Price ,Warrants Issued | $ 5 | $ 371.9 | ||
Average Remaining Contractual Life (Years) ,Warrants Issued | 4 years 7 months 20 days | 4 years 6 months 21 days |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 06, 2024 | Feb. 17, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Subsequent Events [Line Items] | |||||
Total sale consideration | $ 325,000 | ||||
Mortgage loan | $ 247,000 | $ 1,222,000 | $ 2,229,162 | ||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Committed to a cash payment | $ 125,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Pre-Tax Book Income/(Loss) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Schedule of Pre-Tax Book Income/(Loss) [Line Items] | |||||
Net loss before income taxes | $ (1,419,045) | $ (864,913) | $ (1,046,973) | $ (5,452,383) | $ (5,392,012) |
US [Member] | |||||
Schedule of Pre-Tax Book Income/(Loss) [Line Items] | |||||
Net loss before income taxes | (1,060,918) | (5,465,040) | (5,411,896) | ||
Foreign [Member] | |||||
Schedule of Pre-Tax Book Income/(Loss) [Line Items] | |||||
Net loss before income taxes | $ 13,945 | $ 12,657 | $ 19,884 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Components of the provision (benefit) for income taxes - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Current: | |||||
Federal | $ 166,478 | ||||
State | 37,808 | ||||
Foreign | |||||
Income Tax (benefit), Current | 204,286 | ||||
Deferred: | |||||
Federal | |||||
State | |||||
Foreign | |||||
Income Tax (benefit), Deferred | |||||
Total income tax provision | $ 204,286 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Income Tax Provision (Benefit) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Schedule of Reconciliation of the Income Tax Provision (Benefit) [Abstract] | |||||
U.S. federal taxes at statutory rate | $ (219,962) | $ (1,145,153) | $ (1,129,668) | ||
State tax (net of federal benefit) | 37,808 | ||||
Foreign Taxes | |||||
Regulation-A Costs | 24,556 | 368,830 | |||
Stock Registration Expenses | 946,768 | ||||
Non-Controlling Interest | 98 | 152 | (2,655) | ||
Other Permanent Differences | 1,979 | 19,101 | 85,182 | ||
Other | |||||
Change in valuation allowance | (586,961) | 757,070 | 1,047,140 | ||
Total | $ 204,286 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 2,559,749 | $ 3,238,595 | $ 599,075 |
Charitable Contributions | 1,483 | ||
Section 174 Capitalization | 418,028 | 406,010 | 51,017 |
Property and equipment | 505 | ||
Gross deferred tax assets | 2,977,777 | 3,646,087 | 650,597 |
Valuation allowance | (2,523,225) | (1,592,835) | (524,891) |
Net deferred tax assets | 454,552 | 2,053,252 | 125,706 |
Deferred tax liabilities | |||
Property and equipment | (6,285) | (946) | |
Intangibles | (448,267) | (2,052,306) | (125,706) |
Gross deferred tax liabilities | (454,552) | (2,053,252) | (125,706) |
Net deferred tax liabilities | (454,552) | (2,053,252) | (125,706) |
Net deferred taxes |
Business Combinations (Details)
Business Combinations (Details) | 8 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Business Combinations [Line Items] | |
Acquisition transaction expense | $ 50,000 |
Cash payment shares (in Shares) | shares | 1,263,000 |
Increase of goodwill | $ 12,194,148 |
Amount of identifiable intangible asset | $ 1,257,000 |
Exercise price (in Dollars per share) | $ / shares | $ 10 |
Exercise period | 2 years |
Silicon Valley Bank [Member] | |
Business Combinations [Line Items] | |
Cash payment | $ 25,000 |
Cash payment shares (in Shares) | shares | 1,263,000 |
Business Acquisition, Share Price (in Dollars per share) | $ / shares | $ 10 |
Common Stock [Member] | |
Business Combinations [Line Items] | |
Cash payment shares (in Shares) | shares | 49,029 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of Fair Value Measurements of Business Combinations | Dec. 31, 2023 USD ($) |
Initial Amounts Recognized as of the Acquisition Date [Member] | |
Schedule of Fair Value Measurements of Business Combinations [Line Items] | |
Cash | $ 123,594 |
Cap software develop/Intangible assets | 7,946,844 |
Trademark | |
Customer Relationship | |
Other current assets | 148,321 |
Total Assets Acquired | 8,218,759 |
Accounts payable | 96,207 |
Accrued expenses payable | 5,500 |
Membership Contributions | 7,696 |
Venture debt/loc 1 | 100,000 |
Total Liabilities Assumed | 209,403 |
Total identifiable net assets | 8,009,356 |
Purchase price | 13,145,250 |
Goodwill - Excess of the purchase price over fair value of net assets acquired on acquisition date | 5,135,894 |
Measurement Period Adjustment [Member] | |
Schedule of Fair Value Measurements of Business Combinations [Line Items] | |
Cash | |
Cap software develop/Intangible assets | (6,827,844) |
Trademark | 34,000 |
Customer Relationship | 104,000 |
Other current assets | |
Total Assets Acquired | (6,689,844) |
Accounts payable | |
Accrued expenses payable | |
Membership Contributions | (7,696) |
Venture debt/loc 1 | |
Total Liabilities Assumed | (7,696) |
Total identifiable net assets | (6,682,148) |
Purchase price | 5,512,000 |
Goodwill - Excess of the purchase price over fair value of net assets acquired on acquisition date | 12,194,148 |
Final Amounts Recognized as of the Acquisition Date [Member] | |
Schedule of Fair Value Measurements of Business Combinations [Line Items] | |
Cash | 123,594 |
Cap software develop/Intangible assets | 1,119,000 |
Trademark | 34,000 |
Customer Relationship | 104,000 |
Other current assets | 148,321 |
Total Assets Acquired | 1,528,915 |
Accounts payable | 96,207 |
Accrued expenses payable | 5,500 |
Membership Contributions | |
Venture debt/loc 1 | 100,000 |
Total Liabilities Assumed | 201,707 |
Total identifiable net assets | 1,327,208 |
Purchase price | 18,657,250 |
Goodwill - Excess of the purchase price over fair value of net assets acquired on acquisition date | $ 17,330,042 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of Identifiable Intangible Assets | Dec. 31, 2023 USD ($) |
Definite Lived Intangible Assets: | |
Gross Value | $ 1,257,000 |
Accumulated Amortization | 259,038 |
Net Book Value | $ 997,962 |
Technology [Member] | |
Definite Lived Intangible Assets: | |
Estimated Useful Life (in years) | 5 years |
Gross Value | $ 1,119,000 |
Accumulated Amortization | 235,860 |
Net Book Value | $ 883,140 |
Customer and other relationships [Member] | |
Definite Lived Intangible Assets: | |
Estimated Useful Life (in years) | 8 years |
Gross Value | $ 104,000 |
Accumulated Amortization | 13,134 |
Net Book Value | $ 90,866 |
Trade names [Member] | |
Definite Lived Intangible Assets: | |
Estimated Useful Life (in years) | 2 years |
Gross Value | $ 34,000 |
Accumulated Amortization | 10,044 |
Net Book Value | $ 23,956 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of Estimate Amortization Expense | Dec. 31, 2023 USD ($) |
Schedule of Estimate Amortization Expense [Abstract] | |
2024 | $ 257,722 |
2025 | 233,766 |
2026 | 233,766 |
2027 | 233,766 |
2028 | 12,980 |
Thereafter | 25,962 |
Total | $ 997,962 |
Business Combinations (Detail_5
Business Combinations (Details) - Schedule of Stock Option Activity | 8 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Stock Option Activity [Abstract] | |
Options | shares | 1,263,000 |
Weighted average exercise price | $ / shares | $ 10 |
Weighted average remaining contractual life (in years) | 1 year 2 months 23 days |
Business Combinations (Detail_6
Business Combinations (Details) - Schedule of Pro Forma Consolidated Results of Operations - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | |
Schedule Of Pro Forma Consolidated Results Of Operations Abstract | |||
Revenue | $ 121,690 | $ 419,412 | $ 305,364 |
Operating costs and expenses | (6,460,312) | (7,256,469) | (9,609,986) |
Income from operations | (6,338,622) | (6,837,057) | (9,304,622) |
Other Income (Expense) | 5,291,649 | 99,415 | 123,136 |
Net income/(Loss) | $ (1,046,973) | $ (6,737,642) | $ (9,181,486) |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of Investments in Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | $ 54,202 | $ 54,254 | $ 2,039,339 | $ 2,033,456 |
Accumulated depreciation | (26,308) | (19,323) | (106,773) | (15,760) |
Net investment | 27,894 | 34,931 | 1,932,566 | 2,017,696 |
Computer Equipment [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 33,387 | 33,401 | 33,543 | 32,330 |
Accumulated depreciation | (18,739) | (11,856) | (11,904) | (3,637) |
Net investment | 14,648 | 21,545 | 21,639 | 28,693 |
Furniture and Fixtures [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 20,815 | 20,853 | 73,975 | 69,305 |
Accumulated depreciation | (7,569) | (7,467) | (22,355) | (2,065) |
Net investment | 13,246 | 13,386 | 51,620 | 67,240 |
Land [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 218,556 | 218,556 | ||
Accumulated depreciation | ||||
Net investment | 218,556 | 218,556 | ||
Building and Building Improvements [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 1,713,265 | 1,713,265 | ||
Accumulated depreciation | (72,514) | (10,058) | ||
Net investment | 1,640,751 | 1,703,207 | ||
Property, Plant and Equipment [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 302,897 | 302,897 | 262,064 | 1,854,686 |
Accumulated depreciation | (9,289) | (9,289) | (8,638) | (56,233) |
Net investment | 293,608 | 293,608 | 253,426 | 1,798,453 |
Property, Plant and Equipment [Member] | Furniture and Fixtures [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 16,090 | 16,090 | 16,090 | 106,530 |
Accumulated depreciation | (3,117) | (3,117) | (2,626) | (16,234) |
Net investment | 12,973 | 12,973 | 13,464 | 90,296 |
Property, Plant and Equipment [Member] | Land [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 19,690 | 19,690 | 19,690 | 138,283 |
Accumulated depreciation | ||||
Net investment | 19,690 | 19,690 | 19,690 | 138,283 |
Property, Plant and Equipment [Member] | Building and Building Improvements [Member] | ||||
Schedule of Investments in Property and Equipment [Line Items] | ||||
Cost | 267,117 | 267,117 | 226,284 | 1,609,873 |
Accumulated depreciation | (6,172) | (6,172) | (6,012) | (39,999) |
Net investment | $ 260,945 | $ 260,945 | $ 220,272 | $ 1,569,874 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2022 | |
Prepaid Expenses [Line Items] | |||||
Prepaid expenses | $ 3,061,196 | $ 217,303 | $ 242,795 | $ 111,944 | |
Shares issued for services rendered | $ 3,045,290 | 3,045,290 | |||
Officer [Member] | |||||
Prepaid Expenses [Line Items] | |||||
Shares issued for services rendered | $ 3,045,290 |
Mortgage and Other Loans (Detai
Mortgage and Other Loans (Details) - Schedule of Mortgage and Other Loans - USD ($) | Mar. 31, 2024 | Mar. 06, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Schedule of Mortgage and Other Loans [Line Items] | |||||
Total Short-term debt related to Properties | $ 1,222,000 | $ 2,281,211 | |||
Less: Deferred financing costs, net | (52,049) | ||||
Total Short-term debt related to Properties, net | $ 247,000 | 1,222,000 | 2,229,162 | ||
Promissory note | 5,850,000 | 6,000,000 | |||
Total Short-term debt, net | $ 118,809 | 190,095 | 7,072,000 | 8,229,162 | |
Mortgage with Bank [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Total Short-term debt related to Properties | 1,059,211 | ||||
Notes Payable to Banks [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Total Short-term debt related to Properties | 880,000 | 880,000 | |||
Notes Payable to Banks One [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Total Short-term debt related to Properties | 342,000 | 342,000 | |||
Promissory Note [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Promissory note | 975,000 | ||||
Amex Loan [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Promissory note | 4,875,000 | ||||
SAFE Note [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Promissory note | 6,000,000 | ||||
First Insurance Loan [Member] | |||||
Schedule of Mortgage and Other Loans [Line Items] | |||||
Promissory note | $ 190,095 |
Mortgage and Other Loans (Det_2
Mortgage and Other Loans (Details) - Schedule of Mortgage and Other Loans (Parentheticals) - USD ($) | 8 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | Nov. 01, 2022 | Oct. 01, 2022 | Sep. 01, 2022 | Aug. 01, 2022 | Jul. 01, 2022 | May 01, 2022 | |
Mortgage with Bank [Member] | |||||||||
Schedule of Mortgage and Other Loans [Line Items] | |||||||||
Note bears interest rate | 8.49% | ||||||||
Notes matured (in Dollars) | $ 98,000 | $ 177,974 | $ 217,500 | $ 228,750 | $ 110,250 | $ 226,737 | |||
Notes Payable to Banks [Member] | |||||||||
Schedule of Mortgage and Other Loans [Line Items] | |||||||||
Note bears interest rate | 5% | 5% | 5% | ||||||
Note bears interest rate prime with floor | 8.25% | 8.25% | 8.25% | ||||||
Maturity date | Feb. 10, 2024 | Feb. 10, 2024 | Feb. 10, 2024 | ||||||
Notes Payable to Banks One [Member] | |||||||||
Schedule of Mortgage and Other Loans [Line Items] | |||||||||
Note bears interest rate | 4.75% | 4.75% | 4.75% | ||||||
Note bears interest rate prime with floor | 8.25% | 8.25% | 8.25% | ||||||
Maturity date | Apr. 15, 2024 | Apr. 15, 2024 | Apr. 15, 2024 | ||||||
Promissory Note [Member] | |||||||||
Schedule of Mortgage and Other Loans [Line Items] | |||||||||
Interest rate | 1% | 1% | 1% | ||||||
Amex Loan [Member] | |||||||||
Schedule of Mortgage and Other Loans [Line Items] | |||||||||
Interest rate | 1% | 1% | 1% |
Long-Term Liabilities (Details)
Long-Term Liabilities (Details) - Schedule of Long-Term Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2022 |
Notes Payable to Banks [Member] | Mortgage Note [Member] | ||||
Schedule of Long-Term Liabilities [Line Items] | ||||
Mortgage note with a bank. The note bears interest at a rate of 7.5% and provides for monthly interest payments. The note matures on January 1, 2053 at which time there is a balloon payment of remaining principal and interest due, and is secured by the property as well as guaranteed by a shareholder of the Company. | $ 247,000 | $ 247,000 |
Long-Term Liabilities (Detail_2
Long-Term Liabilities (Details) - Schedule of Long-Term Liabilities (Parentheticals) - Notes Payable to Banks [Member] - Mortgage Note [Member] | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Long-Term Liabilities [Line Items] | ||
Note bears interest rate | 7.50% | 7.50% |
Maturity date | Jan. 01, 2053 | Jan. 01, 2053 |
Long-Term Liabilities (Detail_3
Long-Term Liabilities (Details) - Schedule of Maturities of Long-Term Debt | Dec. 31, 2023 USD ($) |
Schedule of Maturities of Long-Term Debt [Abstract] | |
2053 | $ 247,000 |
Total Long-term debt, net | $ 247,000 |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of Platform Services | 8 Months Ended |
Dec. 31, 2023 USD ($) | |
Platform Services [Member] | |
Segment Reporting Information [Line Items] | |
Revenues | $ 99,028 |
Cost of goods sold | (93,380) |
Gross Profit | 5,648 |
Operating expenses | |
Operating Loss | 5,648 |
Other Income (expenses), net | 5,502,774 |
Net Income/ (loss) | 5,508,422 |
Rental Revenue [Member] | |
Segment Reporting Information [Line Items] | |
Revenues | 22,662 |
Cost of goods sold | (1,285) |
Gross Profit | 21,377 |
Operating expenses | (2,598,124) |
Operating Loss | (2,576,747) |
Other Income (expenses), net | (211,124) |
Net Income/ (loss) | (2,787,871) |
Corporate Segment [Member] | |
Segment Reporting Information [Line Items] | |
Revenues | 121,690 |
Cost of goods sold | (94,665) |
Gross Profit | 27,025 |
Operating expenses | (2,598,124) |
Operating Loss | (2,571,099) |
Other Income (expenses), net | 5,291,650 |
Net Income/ (loss) | $ 2,720,551 |
Sale of Myalphie (Details)
Sale of Myalphie (Details) | 8 Months Ended |
Dec. 31, 2023 USD ($) | |
Sale of Myalphie [Line Items] | |
Net assets | $ 347,000 |
Gain on sale | 5,503,000 |
Promissory Note [Member] | CH ReAlpha Investments, LLC [Member] | |
Sale of Myalphie [Line Items] | |
Promissory notes payable | 975,000 |
Promissory Note [Member] | CH ReAlpha Investments II, LLC [Member] | |
Sale of Myalphie [Line Items] | |
Promissory notes payable | $ 4,875,000 |
Warrants (Details) - Schedule_3
Warrants (Details) - Schedule of Black Scholes Option Valuation Model - $ / shares | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Rhove acquisition [Member] | ||
Schedule of Black Scholes Option Valuation Model [Line Items] | ||
Underlying stock price | $ 10 | $ 10 |
Exercise price | $ 10 | $ 10 |
Volatility | 76.60% | 76.60% |
Risk free interest rate | 3.69% | 3.69% |
Maturity | 2 years | 2 years |
Follow-on [Member] | ||
Schedule of Black Scholes Option Valuation Model [Line Items] | ||
Underlying stock price | $ 4 | $ 4 |
Exercise price | $ 5 | $ 5 |
Volatility | 90% | 90% |
Risk free interest rate | 4.43% | 4.43% |
Maturity | 5 years | 5 years |
Warrants (Details) - Schedule_4
Warrants (Details) - Schedule of Warrant Activity - $ / shares | 12 Months Ended | |||||
Apr. 30, 2023 | Apr. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 21, 2023 | Oct. 23, 2023 | |
Warrants (Details) - Schedule of Warrant Activity [Line Items] | ||||||
Warrants Outstanding, beginning balance | ||||||
Weighted Average Exercise Price, beginning balance | ||||||
Average Remaining Contractual Life (Years), beginning balance | 0 years | 0 years | 4 years 7 months 6 days | 4 years 10 months 6 days | ||
Warrants Outstanding, Warrant activity | ||||||
Weighted Average Exercise Price ,Warrant activity | ||||||
Average Remaining Contractual Life (Years) ,Warrant activity | ||||||
Warrants Outstanding, ending balance | 0 | |||||
Weighted Average Exercise Price, ending balance | $ 0 | |||||
Average Remaining Contractual Life (Years), ending balance | 0 years | 0 years | 4 years 7 months 6 days | 4 years 10 months 6 days | ||
Warrants Outstanding ,Warrants Issued | 1,600,000 | 1,700,884 | ||||
Weighted Average Exercise Price ,Warrants Issued | $ 5 | $ 371.9 | ||||
Average Remaining Contractual Life (Years) ,Warrants Issued | 4 years 7 months 20 days | 4 years 6 months 21 days | ||||
Previously Reported [Member] | ||||||
Warrants (Details) - Schedule of Warrant Activity [Line Items] | ||||||
Warrants Outstanding ,Warrants Issued | 1,600,000 | 1,700,884 | ||||
Weighted Average Exercise Price ,Warrants Issued | $ 5 | $ 371.9 | ||||
Average Remaining Contractual Life (Years) ,Warrants Issued | 4 years 10 months 20 days | 4 years 9 months 21 days |