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  Mitchell Silberberg & Knupp llp

  A Law Partnership Including Professional Corporations

May 26, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Benjamin
Holt

Jeffrey Gabor

Division of Corporation Finance

Office of Real Estate & Construction

 Re: reAlpha
Tech Corp.

Registration Statement on Form S-1

Filed April 18, 2023

File No. 333-271307

Ladies and Gentlemen:

On behalf of our client,
 reAlpha Tech Corp., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the
Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and
Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”)
to the above-captioned Registration Statement on Form S-1 of the Company originally filed with the Commission on April 18, 2023 (the
“Registration Statement”).

Amendment No. 1 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Devanur, the Company’s Chief Executive
Officer, dated May 15, 2023, from the staff of the Commission (the “Staff”) and other updated information.

The numbered paragraphs in
bold below set forth the Staff’s comments together with the Company’s responses. Disclosure changes made in response to the
Staff’s comments have been made in Amendment No. 1, which is being filed with the Commission contemporaneously with the submission
of this letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

Registration Statement on Form S-1 filed April 18, 2023

Cover Page

 1. Please revise the cover
page to highlight the risk that the listing of your common stock on the Nasdaq Capital Market without underwriters is a novel method
for commencing public trading in shares of your common stock and, consequently, the trading volume and price of shares of your common
stock may be more volatile than if shares of your common stock were initially listed in connection with an underwritten initial public
offering.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 1 to highlight the risk that the listing of
the Company’s common stock on the Nasdaq Capital Market without underwriters is a novel method for commencing public trading in
shares of its common stock and, consequently, the trading volume and price of shares of its common stock may be more volatile than if
shares of its common stock were initially listed in connection with an underwritten initial public offering.

  Mitchell Silberberg & Knupp llp

  A Law Partnership Including Professional Corporations

 2. Please revise the cover
page to clearly explain how the opening price will be determined. See Item 501(b)(3) of Regulation S-K and the Instructions to paragraph
501(b)(3). Revise your Plan of Distribution to provide similar disclosure, and also describe the roles of the exchange and any financial
advisor(s) or designated financial advisor in the offering.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page as well as on pages 91-92 of Amendment No. 1 to explain (i)
how the opening price will be determined and (ii) the roles of the exchange and any financial advisor(s) or designated financial advisor
in the offering.

Prospectus Summary, page 1

 3. Please identify those aspects
of the offering and your company that are most significant, and highlight these points in plain, clear language. The summary should not,
and is not required to, repeat the detailed information in the prospectus. The detailed description of your business, strategy, platforms
and technology, competitive strengths, and intellectual property is unnecessary since you repeat them in the business section of the
prospectus.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 1 through 6 of Amendment No. 1 to highlight the most significant
aspects of the offering and the Company.

 4. We note that you discuss
the potential secondary trading of securities through syndications. Please revise to discuss the status of such platform in more detail.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure set forth on pages 1 and 52 of Amendment No. 1 to discuss the status of a potential
secondary trading of securities through syndications.

 5. Please revise your summary
to explain clearly your syndicate member offerings. Please explain differences of the rights of the holders of each of the securities
offered as compared to holders of your common stock. Please also clarify whether the syndicate member offerings could materially impact
holders of your common stock and whether investors will have any benefits under these programs which will not be available to common
stockholders. Also, clarify how membership in these programs is acquired and maintained.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 1, 43, 52 and 53 of Amendment No. 1 to further explain how syndicate
member offerings work.

 6. Please revise to specify
the date you started your first syndication of one of your Orlando properties. Identify the property and specify whether it is owned
by you or one of your subsidiaries. Revise similar disclosure on page 53.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 1, 3, 43 and 53 of Amendment No. 1 to disclose more details about
the first syndication of reAlpha 612 Jasmine Lane Inc.

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  Mitchell Silberberg & Knupp llp

  A Law Partnership Including Professional Corporations

Syndicate Member Exempt Offerings, page 3

 7. Please tell us what you
mean by a “SEC registered broker-dealer managed process.”

Response: The Company acknowledges
the Staff’s comment and has eliminated the disclosure on page 3 of Amendment No. 1. Notwithstanding, the Company intended to indicate
that the first Regulation CF offering listed under reAlpha 612 Jasmine Lane Inc., a reAlpha subsidiary was conducted with the assistance
of Dealmaker Securities LLC, an SEC/FINRA registered broker-dealer, as is noted on pages 53 and 59 of Amendment No. 1.

Our Platform and Technologies, page 6

 8. We note your disclosure
that syndicate members will have real-time visibility into their property asset portfolio and performance. Please clarify if you also
intend to include such information to holders of your common stock.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 59 of Amendment No. 1 to clarify whether syndicate members’
real-time visibility into their property asset portfolio and performance will be available to holders of the Company’s common stock.

Intellectual Property, page 8

 9. Please revise the graphic
on page 8 so that it is legible without magnification. Additionally, please revise to use only plain English descriptions of your technology
in the graphic. Revise similar disclosure on page 63.

Response: The Company acknowledges
the Staff’s comment and has eliminated the graphic from Amendment No. 1.

Recent Developments, page 8

 10. Please disclose the status
of your affiliate, reAlpha Realty, LLC, and their broker-dealer registration.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 2 and 51 of Amendment No. 1 to include additional disclosure regarding
reAlpha Realty, LLC, the entity that operates in Florida as a registered real-estate brokerage.

Selected Risks Associated with Our Business, page 11

 11. Please revise to highlight
the risk that your listing differs significantly from an underwritten initial public offering.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 6 and 33 of Amendment No. 1 to highlight the risk that the
Company’s direct listing differs significantly from an underwritten initial public offering.

Risk Factors, page 13

 12. Please add summary and risk
factor disclosure quantifying your net losses incurred in each of the past two fiscal years and quantify your accumulated deficit and
outstanding indebtedness.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 7 of Amendment No. 1 to include additional disclosure quantifying
net losses incurred in each of the past two fiscal years as well as accumulated deficit and outstanding indebtedness.

    3

  Mitchell Silberberg & Knupp llp

  A Law Partnership Including Professional Corporations

Risks Related to the Real Estate Industry, page 25

 13. Please revise your risk
factor disclosure on page 32, “Our lack of a long operating history could adversely impact us,” to specify the recent events
that could have a greater impact upon you as compared to a company with a long operating history.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 26 of Amendment No. 1 to include additional disclosure specifying
how recent events could have a greater impact upon the Company as compared to a company with a long operating history.

Risks Related to this Direct Listing and
Ownership of Our Common Stock, page 39

 14. Please
                                            expand your Risk Factors to highlight the ways in which your listing differs from an underwritten
                                            initial public offering, including, if true, the following:

 ● There
                                            are no underwriters;

 ● There
                                            is no overallotment option, and neither you nor anyone else will engage in price stabilization
                                            or price support activities;

 ● There
                                            is not a fixed or determinable number of shares of your common stock that will be available
                                            for sale in connection with your listing, which may result in undersupply and/or oversupply;

 ● None
                                            of the registered stockholders, other than Maxim Partners LLC, is subject to lock-up agreements
                                            or other restrictions in connection with your listing; and

 ● Neither
                                            you nor anyone else will conduct a roadshow prior to the opening of trading of your common
                                            stock, which may result in a lack of price discovery or demand among potential investors
                                            and a more volatile trading price.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 33 of Amendment No. 1 to highlight the ways in which the Company’s
direct listing differs from an underwritten initial public offering.

 15. Please expand your risk
factor disclosure on page 40, “The price of our common stock may be volatile...,” to clearly explain how the opening price
will be determined. Highlight the risks related to the determination of the opening price in a direct listing as compared to an underwritten
initial public offering, including the absence of a predetermined initial public offering price.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 33 and 34 of Amendment No. 1 to include additional disclosure regarding
how the opening price will be determined in the Company’s direct listing as well as the risks it will entail as opposed to an underwritten
initial public offering.

    4

  Mitchell Silberberg & Knupp llp

  A Law Partnership Including Professional Corporations

 16. Please expand your risk
factor disclosure on page 41, “Although we intend to apply to list our common stock on Nasdaq...,” to highlight the market
and price risks related to your listing as compared to an underwritten initial public offering. For example, highlight the risk of undersupply
and/or oversupply because the registered stockholders may not sell any, or may sell all, of their shares of your common stock. Additionally,
highlight the risk that the registered stockholders may have greater influence in setting the trading price, including because they may
be unwilling to sell your common stock at the price offered by potential investors.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 33, 34 36 and 39 of Amendment No. 1 to include additional
disclosure highlighting the market and price risks related to the Company’s direct listing as compared to an underwritten initial
public offering.

 17. Please expand your Risk
Factors to highlight any risks associated with creating demand for shares of your common stock, including brand recognition and potential
investors’ awareness of or familiarity with your business.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 35 and 36 of Amendment No. 1 to highlight any risks associated
with creating demand for shares of the Company’s common stock.

 18. Please revise your risk
factor disclosure on page 41, “Upon its effectiveness, our Certificate of Incorporation will provide...,” to clarify, if true,
that your certificate of incorporation is already effective. Additionally, please clarify whether the exclusive forum provision applies
to claims under the Securities Act or the Exchange Act.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 15, 39, and 82 of Amendment No. 1 to include additional disclosure
regarding the effectiveness of Certificate of Incorporation and to clarify that the exclusive forum provision does not apply to claims
under the Securities Act of the Exchange Act.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations Results of Operations, page 45

 19. Please tell us why you have
presented and discussed operating data in a different format than what is presented on the consolidated statements of operations. To
the extent that you retain this format, please provide a disaggregated analysis of the components of general, administrative and other
non-operating expenses to include the significant types of expense disclosed on the consolidated statements of operations.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 44 of Amendment No. 1 to present the information on the table
in the same format as the statements of operations.

 20. We note that several of
the income statement line items decreased due to the decrease in the number of properties listed. Please disclose which properties are
no longer listed, the reason that they are no longer listed, the date as of which they were no longer contributing to revenues or expenses,
and any other meaningful factors that contributed to period over period changes in your financial statement line items.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 44 of Amendment No. 1 to include additional detailed disclosure
explaining the decrease of several of the income statement line items due to the decrease in the number of properties listed.

    5

  Mitchell Silberberg & Knupp llp

  A Law Partnership Including Professional Corporations

 21. Based upon your disclosure
on page 46, it appears that cost of sales includes property management fees. Please clarify what entities were paid property management
fees, and to the extent that these entities are consolidated subsidiaries, why the fees were not eliminated in consolidation.

Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on Amendment No. 1 by eliminat