SEC Comment Letter 0000000000-23-009371 to reAlpha Tech Corp. (AIRE)
reAlpha Tech Corp.
Date: Aug. 25, 2023 · CIK: 0001859199 · Accession: 0000000000-23-009371
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273782
Letter
United States securities and exchange commission logo August 25, 2023 Giri Devanur Chief Executive Officer reAlpha Tech Corp. 6515 Longshore Loop, Suite 100 Dublin, OH 43017 Re:reAlpha Tech Corp. Registration Statement on Form S-11 Filed August 8, 2023 File No. 333-273782 Dear Giri Devanur: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 17, 2023 letter. Registration Statement on Form S-11 filed August 8, 2023 Note 2 - Summary of Significant Accounting Policies,, page F-7 1.Your response to prior comment 9 indicates that if the Syndication LLC sells 100% of its membership interests to investors Rhove would no longer hold any ownership interest in the Syndication LLC. Please reconcile this assertion with disclosure on pages 67 and 68 of your filing that states Rhove will act as the managing member of the Syndication LLC and you expect that Rhove, as the Managing Member, or one of the subsidiaries of the Rhove SBU, will maintain management control of each of the Syndication LLCs. In your response, address how Rhove will maintain control of the Syndication LLC without holding any ownership interest.
FirstName LastNameGiri Devanur Comapany NamereAlpha Tech Corp. August 25, 2023 Page 2 FirstName LastName Giri Devanur reAlpha Tech Corp. August 25, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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
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United States securities and exchange commission logo
August 25, 2023
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:reAlpha Tech Corp.
Registration Statement on Form S-11
Filed August 8, 2023
File No. 333-273782
Dear Giri Devanur:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 17, 2023 letter.
Registration Statement on Form S-11 filed August 8, 2023
Note 2 - Summary of Significant Accounting Policies,, page F-7
1.Your response to prior comment 9 indicates that if the Syndication LLC sells 100% of its
membership interests to investors Rhove would no longer hold any ownership interest in
the Syndication LLC. Please reconcile this assertion with disclosure on pages 67 and 68 of
your filing that states Rhove will act as the managing member of the Syndication LLC and
you expect that Rhove, as the Managing Member, or one of the subsidiaries of the Rhove
SBU, will maintain management control of each of the Syndication LLCs. In your
response, address how Rhove will maintain control of the Syndication LLC without
holding any ownership interest.
FirstName LastNameGiri Devanur
Comapany NamereAlpha Tech Corp.
August 25, 2023 Page 2
FirstName LastName
Giri Devanur
reAlpha Tech Corp.
August 25, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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