SEC Comment Letter 0000000000-24-006558 to reAlpha Tech Corp. (AIRE)
reAlpha Tech Corp.
Date: June 7, 2024 · CIK: 0001859199 · Accession: 0000000000-24-006558
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276334
Letter
United States securities and exchange commission logo June 7, 2024 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 May 17, 2024 File No. 333-276334 Dear Giri Devanur: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-11 filed May 17, 2024 Plan of Distribution, page 114 1.We note your disclosure on page 114 that broker-dealers may agree with the selling stockholders to sell a specified number of shares of your common stock at a stipulated price per share, and that the selling stockholders may use any method permitted pursuant to applicable law when selling shares of your common stock. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. Exhibits 2.Please obtain and file an updated consent from your auditor, which references all of the periods/years covered by their report used in the Registration Statement.
FirstName LastNameGiri Devanur Comapany NamereAlpha Tech Corp. June 7, 2024 Page 2 FirstName LastName Giri Devanur reAlpha Tech Corp. June 7, 2024 Page 2 Please contact William Demarest at 202-551-3432 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Gabriel Miranda, Esq.
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United States securities and exchange commission logo
June 7, 2024
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 May 17, 2024
File No. 333-276334
Dear Giri Devanur:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-11 filed May 17, 2024
Plan of Distribution, page 114
1.We note your disclosure on page 114 that broker-dealers may agree with the selling
stockholders to sell a specified number of shares of your common stock at a stipulated
price per share, and that the selling stockholders may use any method permitted pursuant
to applicable law when selling shares of your common stock. Please confirm your
understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
Exhibits
2.Please obtain and file an updated consent from your auditor, which references all of the
periods/years covered by their report used in the Registration Statement.
FirstName LastNameGiri Devanur
Comapany NamereAlpha Tech Corp.
June 7, 2024 Page 2
FirstName LastName
Giri Devanur
reAlpha Tech Corp.
June 7, 2024
Page 2
Please contact William Demarest at 202-551-3432 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Gabriel Miranda, Esq.