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July 17, 2023
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:reAlpha Tech Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 29, 2023
File No. 333-271307
Dear Giri Devanur:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed June 29, 2023
Cover Page
1.We note your response to comment 1 and reissue the comment.  Please tell us the listing
standard you intend to rely upon in listing your common stock and specifically confirm
whether and how you meet this standard.

Although we note your statement that "the Company meets two of the three quantitative
standards for listing on the Nasdaq Capital Market," it is unclear how you meet any one of
the Equity Standard, the Market Value of Listed Securities Standard, or the Net Income
Standard under Nasdaq Rule 5505(b) because:
•your stockholders' equity is not at least $5 million (in the case of the Equity Standard)

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 July 17, 2023 Page 2
 FirstName LastNameGiri Devanur
reAlpha Tech Corp.
July 17, 2023
Page 2
or $4 million (in the case of the Market Value of Listed Securities Standard or the
Net Income Standard), and
•your net income from continuing operations is not $750,000 in the most recently
completed fiscal year or in two of the three most recently completed fiscal years (in
the case of the Net Income Standard).

Additionally, please tell us whether you have discussed your ability to meet the
quantitative requirements of Rule 5505(a) and Rule 5505(b) with Nasdaq and the outcome
of those discussions.  If such discussions occurred, please supplementally provide us with
the name of the Nasdaq representative.
Risk Factors, page 11
2.Please tell us what consideration you have given to including a risk factor discussing the
differences the tracing requirement could pose to securities liability challenges brought
under Section 11 for a direct listing versus a traditional IPO and the impact that it would
have on the company and potential investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 48
3.We note the increase in depreciation and amortization costs for the nine months ended
January 31, 2023 as compared to January 31, 2022.  Please disclose the reasons why
depreciation and amortization costs increased when a large number of properties were
disposed of during the period.
Business, page 56
4.We note your response to prior comment 7.  Please clarify if you intend to account for the
acquisition of a minority stake of 25% in each of Naamche Inc. and Carthagos, Inc. under
the equity method or by another method.  Please also tell us how you are currently
accounting for the investments in Naamche and Carthagos, as the disclosure on page 69
indicates that you acquired interests in these companies in 2021.
Our Platform and Technologies, page 60
5.We note your response to comment 9 and partially reissue the comment.  Please provide
us with your analysis of why the financial metrics and additional information available
only to Syndicate Members who use the app are not material and should not be
made available to investors who may not want to use the app.
6.We note your response to comment 10, including that the financial metrics available only
to Syndicate Members who use the app will not meet the same requirements as SEC
filings.  Please tell us how your disclosure of financial metrics and additional information
to Syndicate Members who use the app, but not investors generally, is consistent with the
requirements of Regulation FD.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 July 17, 2023 Page 3
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
July 17, 2023
Page 3
Principal Stockholders, page 88
7.Please revise to disclose in the beneficial ownership table the 368,499 shares held by Mr.
Aldecoa.
Financial Statements, page F-1
8.Please update your financial statements in accordance with Rule 8-08 of Regulation S-X.
Note 3 - Summary of Significant Accounting Policies, page F-8
9.Your disclosure, in response to prior comment 16, on page 64 indicates that you expect
Syndicate Members to collectively own 100% of the Syndication LLCs and that you
will account for the Syndication LLCs in accordance with applicable U.S. GAAP.  Please
explain how you will account for the Syndication LLCs under U.S. GAAP.
General
10.We note your response to comment 18 and reissue the comment.  Please file your next
amendment on Form S-11 as required by General Instruction A to Form S-11 and provide
the disclosure required by the form.

Although the company considers its primary business lines to relate to the development of
technology platforms that allow users to invest in short-term rental properties, the
financial statements show that the company's only sources of revenue are rental income
and gain on sale of properties; and the company's primary assets—in excess of 90% on
average for the periods presented—are cash and investments in real estate.  Accordingly,
it appears that the company's business is primarily that of acquiring and holding for
investment real estate or interests in real estate, or interests in other issuers whose business
is primarily that of acquiring and holding real estate or interest in real estate for
investment.  Therefore, we continue to be of the view that the company is required to use
Form S-11 pursuant to General Instruction A.

Additionally, we note that currently it appears that you and your subsidiaries, as opposed
to any Syndicate Members, own 100% of the five properties in your portfolio; and that
you and your subsidiaries have generated no revenues through the use and subscription of
your technologies.
11.We note your response to comment 19 and reissue the comment.  Please provide the
disclosure required by Industry Guide 5 or advise.  For example, revise your
compensation disclosure to comply with Item 4 and provide the disclosure required by
Item 8, including prior performance tables.  For guidance, refer to Release No. 33-
6900 (June 17, 1991), Item 7(c) of Part II of Form 1-A, and CF Disclosure Guidance
Topic No. 6.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 July 17, 2023 Page 4
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
July 17, 2023
Page 4
12.We note your response to comment 22.  To the extent the July 29, 2022 offering was
unregistered, please revise Item 15 of Part II to disclose all of the information required by
Item 701 of Regulation S-K.
            You may contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Blake Baron