SEC Comment Letter 0000000000-23-009956 to reAlpha Tech Corp. (AIRE)
reAlpha Tech Corp.
Date: Sept. 8, 2023 · CIK: 0001859199 · Accession: 0000000000-23-009956
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273782
Letter
United States securities and exchange commission logo September 8, 2023 Giri Devanur Chief Executive Officer reAlpha Tech Corp. 6515 Longshore Loop, Suite 100 Dublin, OH 43017 Re:reAlpha Tech Corp. Amendment No. 1 to Registration Statement on Form S-11 Filed August 28, 2023 File No. 333-273782 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 August 25, 2023 letter. Amendment No. 1 to Registration Statement on Form S-11 filed August 28, 2023 Legal Proceedings, page 81 1.We refer to the Form 1-U filed August 31, 2023. Please revise to update your disclosure for this development, including to describe its impact, if any, on your ability to conduct future exempt offerings. Taxation of the Company and Material U.S. Federal Income Tax Consequences, page 107 2.To the extent tax counsel is rendering its opinion in short form, please revise both the opinion filed as Exhibit 8.1 and the tax disclosure in the prospectus to state clearly that the disclosure in the prospectus is the opinion of the named counsel. Also revise the
FirstName LastNameGiri Devanur Comapany NamereAlpha Tech Corp. September 8, 2023 Page 2 FirstName LastName Giri Devanur reAlpha Tech Corp. September 8, 2023 Page 2 disclosure in the prospectus to clearly identify and articulate the opinion being rendered. Refer to Item III.B.2 and C.2 of Staff Legal Bulletin No. 19. 3.Please remove the statement on page 107 that "[t]his discussion is for informational purposes only," as such language is an inappropriate disclaimer. Refer to Item III.D.1 of Staff Legal Bulletin No. 19. 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
September 8, 2023
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:reAlpha Tech Corp.
Amendment No. 1 to Registration Statement on Form S-11
Filed August 28, 2023
File No. 333-273782
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 August 25, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-11 filed August 28, 2023
Legal Proceedings, page 81
1.We refer to the Form 1-U filed August 31, 2023. Please revise to update your disclosure
for this development, including to describe its impact, if any, on your ability to conduct
future exempt offerings.
Taxation of the Company and Material U.S. Federal Income Tax Consequences, page 107
2.To the extent tax counsel is rendering its opinion in short form, please revise both the
opinion filed as Exhibit 8.1 and the tax disclosure in the prospectus to state clearly that the
disclosure in the prospectus is the opinion of the named counsel. Also revise the
FirstName LastNameGiri Devanur
Comapany NamereAlpha Tech Corp.
September 8, 2023 Page 2
FirstName LastName
Giri Devanur
reAlpha Tech Corp.
September 8, 2023
Page 2
disclosure in the prospectus to clearly identify and articulate the opinion being rendered.
Refer to Item III.B.2 and C.2 of Staff Legal Bulletin No. 19.
3.Please remove the statement on page 107 that "[t]his discussion is for informational
purposes only," as such language is an inappropriate disclaimer. Refer to Item III.D.1 of
Staff Legal Bulletin No. 19.
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