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333 S.E. 2nd Avenue

Suite 4100

Miami, Florida 33131

January 13, 2023

Mr. Ruairi Regan

Office of Real Estate & Construction

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: NRI Real Estate Investment and Technology, Inc. (formerly known as NRI Real Token Inc.)

Amended Registration Statement on Form 10

Filed October 18, 2022

File No. 000-56395

Dear Mr. Regan:

On behalf of our client, NRI
Real Estate Investment and Technology, Inc., a Maryland corporation (the “Company”), set forth below are the Company’s
responses to the comments of the Staff communicated to the Company in the Staff’s letter, dated December 8, 2022, with respect to
the Company’s Amendment No. 4 to the Registration Statement on Form 10 (the “Registration Statement”) filed with
the Securities and Exchange Commission (“SEC”) on October 18, 2022.

We have revised the Registration
Statement in response to the Staff’s comments, and the Company is filing Amendment No. 5 to the Registration Statement on Form 10
(the “Amended Registration Statement”) concurrently with the submission of this letter.

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise
indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms
used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

General

 1. Refer to your response to comment 2.  Please reconcile your response that “[p]rivate key(s)
for the custodial wallet account(s) are held by the custodian” with your disclosure that the investor will hold the private key.
In addition, please clarify what type of contractual relationship, if any, the purchaser of a Security Token has with the custodian, ATS,
or Transfer Agent.

The Company advises
the Staff that the private key for the Security Token, when created, will be held by the qualified custodian and deposited in the holder’s
custodial wallet for which the applicable holder holds the private key. An investor would maintain their own qualified custody account
services relationship with the custodian. A purchaser of a Security Token or untokenized share of common stock would maintain its own
broker account relationship with the ATS. The Company maintains an issuer account with the transfer agent for transfer and investor services.

NRI Real Estate Investment and Technology, Inc.

January 13, 2023

Page 2

2. Refer to your responses to comments 6, 7, and 8.  Please disclose the substance of these responses
in your amended registration statement.

In response to the
Staff’s comment, the Company has revised its disclosure contained on pages 61-62 of
the Amended Registration Statement.

3. Please briefly clarify the difference between book-entry and electronic, book-entry form.  Please
also reconcile your disclosure on page 1 that your outstanding shares of common stock are held in book-entry form and that there is no
ability to hold issued shares of common stock in electronic, book-entry form with disclosure in the second risk factor on page 17 that
investors cannot currently hold shares of common stock in book-entry form and the third risk factor on page 17 that investors may revert
to book-entry form, “if established.”

The Company advises
the Staff that the Company’s Transfer Agent has finalized the technology underlying the Company’s book entry platform and
all shares of its outstanding common stock are now held in electronic book entry form with our Transfer Agent. The disclosure in the Amended
Registration Statement has been revised accordingly.

Investment Company Act Limitations, page
5

4. Please supplementally (a) identify the exclusion from the “investment company” status under
the Investment Company Act of 1940 (“1940 Act”) on which the Operating Partnership and each of its subsidiaries currently
rely and on which they intend to rely and the specific basis for your position.

In response to the
Staff’s comment, the Company respectfully refers the Staff to the Company’s April 15, 2022 response to comment 6 from the
Staff’s March 18, 2022 comment letter (the “Prior Response”), which response has been updated and supplemented
below. In addition, the Company respectfully refers the Staff to the structure chart contained on page 3 of the Amended Registration
Statement.

As noted in the Prior
Response, the Company, through its operating partnership, NRI Real Token LP, a Delaware limited partnership (the “Operating Partnership”)
and its wholly-owned subsidiaries (collectively, the Operating Partnership and such subsidiaries, the “Operating Subsidiaries”)
operates as a real estate investment trust to own, develop, and manage the Property. As also noted in the Prior Response, the Company
conducts, and intends to continue to conduct, its operations and those of the Operating Subsidiaries so that neither the Company nor any
of the Operating Subsidiaries will be required to register as an investment company under the Investment Company Act of 1940, as amended
(the “Investment Company Act” or the “1940 Act”).

NRI Real Estate Investment and Technology, Inc.

January 13, 2023

Page 3

Definition of “Investment
Company” Under Section 3(a)(1)

Under the relevant
provisions of Section 3(a)(1) of the Investment Company Act, an issuer will not be deemed an investment company if:1

 ● it neither is, nor holds itself out as being, engaged primarily, nor proposes to engage primarily, in
the business of investing, reinvesting or trading in securities (the “Primarily Engaged Test”); and

 ● it neither engages nor proposes to engage in the business of investing, reinvesting, owning, holding or
trading in securities, and does not own or propose to acquire “investment securities” having a value exceeding 40% of the
value of its total assets (excluding cash items and government securities, each as used in the Investment Company Act (such total assets
after exclusion, “Non-Cash Assets”)) on an unconsolidated basis (the “40% Test”).

For the purposes of
the 40% Test, the term “investment securities”2
excludes, among other things, securities issued by majority-owned subsidiaries3
that are not themselves “investment companies” under the Investment Company Act and that are not relying on the exclusion
from the definition of “investment company” set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act
(an issuer relying on the Section 3(c)(1) or 3(c)(7) exclusion being an “Exempt Private Fund” and a majority-owned
subsidiary that is not an investment company and is not an Exempt Private Fund being referred to herein as a “non-IC majority-owned
subsidiary”).

Definitional Exclusion
Provided by Section 3(c)(5)(C)

Beyond the “definitional
exclusion” (i.e., not meeting the definition of an “investment company” under Section 3(a)(1) of the Investment Company
Act), Section 3(c)(5)(C) of the Investment Company Act excludes from the definition of “investment company” any issuer that
(a) is engaged primarily in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real
estate” and (b) does not issue redeemable securities.4
The Staff has consistently taken the position that an issuer may rely on this exclusion if “at least 55% of the issuer’s assets
consist of ‘mortgages and other liens on and interests in real estate’ (called to as “qualifying interests”) and
the remaining 45% of the issuer’s assets consist primarily of real estate-type interests.”5
The Staff has continued that, in order to “meet the 45% real estate-type interest test, an issuer must invest at least 25% of its
total assets in real estate-type interests (subject to reduction to the extent that the issuer invests more than 55% of its total assets
in qualifying interests) and may invest no more than 20% of its total assets in miscellaneous investments.”6
In other words, as long as 55% (or more) of an issuer’s assets are invested in qualifying interests, and 80% (or more) assets are
invested in a combination of qualifying interests and real estate-type interests, meaning no more than 20% of the issuer’s assets
are invested in miscellaneous (i.e., non-real estate) assets, the issuer will qualify for this Section 3(c)(5)(C) exclusion. We refer
to this as the “55/80 Test”.

 1 For the purposes of this response, because neither the Company
nor any Operating Subsidiary is engaged, proposes to be engaged, or has been engaged at any time in the business of issuing face-amount
certificates of the installment type (as defined in Section 2(a)(15) of the Investment Company Act), we have omitted a detailed discussion
of Section 3(a)(1)(B) of the Investment Company Act as clearly not applicable.

 2 As defined in Section 3(a)(2) of the Investment Company Act.

3 As defined in Section 2(a)(24) of the Investment Company
Act.

 4 “Redeemable securities” have the meaning given in
Section 2(a)(32) of the Investment Company Act.

 5 Capital Trust, Inc., SEC No-Act, May 24, 2007 (“Capital
Trust”).

 6 Id. In addition, this viewpoint has been repeated several
times, including, by way of example, in the concept release Companies Engaged in the Business of Acquiring Mortgages and Mortgage-Related
Instruments, SEC Rel. IC-29778 (2011) (the “Concept Release”), and Redwood Trust, Inc., SEC No-Act, August
15, 2019.

NRI Real Estate Investment and Technology, Inc.

January 13, 2023

Page 4

Definitional Exclusion
Provided by Section 3(c)(6)

Further, Section 3(c)(6)
of the Investment Company Act excludes from the definition of “investment company” any issuer that, among other things, is
primarily engaged, either directly or through majority-owned subsidiaries, in the Section 3(c)(5)(C) business referenced in the preceding
sentence. Although there is less guidance on the topic, the Staff has been quoted as saying that “’primarily engaged,’
as used in Section 3(c)(6), should be interpreted consistently with the definition of that term as it appears elsewhere in the 1940 Act.”7
The Staff, in other contexts, has said that “the term ‘primarily engaged’ in a business has been taken to mean that
at least 55% of a company’s assets are employed in, and 55% of a company’s income is derived from, that business.”8
In other words, if an issuer has devoted 55% or more of its assets to, and receives 55% or more of its income from, a majority-owned subsidiary,
such issuer can be said to be “primarily engaged” in the business of such majority-owned subsidiary. We refer to this as the
“55/55 Test”.

Application to
the Operating Subsidiaries

The Company believes
that the Operating Subsidiaries are not investment companies or Exempt Private Funds because each passes the Primarily Engaged Test and
the 40% Test, consequently meaning no Operating Subsidiary meets the definition of an “investment company” under Section 3(a)(1)
of the Investment Company Act. Further, while only one “out” from the Investment Company Act is necessary, the Company also
believes that the Operating Subsidiaries are not investment companies or Exempt Private Funds because each is able to rely on the exclusion
from the definition of “investment company” set forth in either Section 3(c)(5)(C) or Section 3(c)(6) (or both) of the Investment
Company Act.

As shown on the structure
chart referenced above, (1) the Operating Partnership owns 100% of the securities issued by 1350 S Dixie Holdings LLC (“Holdings”),
(2) Holdings owns 100% of the securities issued by 1350 S Dixie Mezz Borrower LLC (“Mezz”), (3) Mezz owns 100% of the
securities issued by 1350 S Dixie LLC (“Property Owner”), and (4) Property Owner owns 100% of the securities issued
by NRI Real Token Tenant, LLC (“Tenant”).9
Further, because such securities identified in the preceding sentence reflect all of the voting securities10
issued by each of Holdings, Mezz, Property Owner, and Tenant, each of Holdings, Mezz, Property Owner, and Tenant is a majority-owned subsidiary
of, respectively, the Operating Partnership, Holdings, Mezz, and Property Owner.

 7 Investment Company Determination under the 1940 Act, Exemptions
and Exceptions, Robert H. Rosenblum, ABA Section of Business Law and the ABA (2003).

 8 Exemption from the Investment Company Act of 1940 for the
Offer and Sale of Securities by Foreign Banks and Foreign Insurance Companies, 1940 Act Rel. No. 17682 (1990).

 9 Excluding any non-voting notes, to the extent deemed to be securities,
issued to third-party lenders in traditional / mezzanine borrowing arrangements.

 10 As defined in Section 2(a)(42) of the Investment Company Act.

NRI Real Estate Investment and Technology, Inc.

January 13, 2023

Page 5

Tenant

Tenant neither is,
nor holds itself out as being, engaged primarily, nor does Tenant propose to engage primarily, in the business of investing, reinvesting
or trading in securities. Further, Tenant’s sole assets consist of, and are anticipated to consist of, its leasehold interest in
the Property and cash items (if any) (meaning the value11
of the lease is, and is expected to continue to be, at least 60% of the value of Tenant’s total, unconsolidated Non-Cash Assets),
and Tenant neither holds nor is anticipated to hold, securities of any kind. As such, Tenant passes, and expects to continue to pass,
each of the Primarily Engaged Test and the 40% Test, and is not an “investment company” under Section 3(a)(1) of the Investment
Company Act. Further, the value of the lease (which is a qualifying interest)12
represents, and is expected to continue to represent, at least 80% of Tenant’s total unconsolidated assets, meaning that Tenant
passes, and expects to continue to pass, the 55/80 Test and qualifies for the exclusion provided by Section 3(c)(5)(C).

Property Owner

Property Owner neither
is, nor holds itself out as being, engaged primarily, nor does Property Owner propose to engage primarily, in the business of investing,
reinvesting or trading in securities. Further, Property Owner’s sole assets consist of, and are anticipated to consist of, its fee
interest in the Property (and the lease associated therewith), the securities issued to it by Tenant, and cash items (if any). As a result,
the value of the fee interest in the Property and the securities issued to Property Owner by Tenant (a non-IC majority-owned subsidiary
of Property Owner) is, and is expected to continue to be, at least 60% of the value of Property Owner’s total, unconsolidated Non-Cash
Assets. Further, Property Owner neither holds nor is anticipated to hold, investment securities of any kind, and neither holds nor intends
to hold securities other than those issued by Tenant. As such, Property Owner passes, and expects to continue to pass, each of the Primarily
Engaged Test and the 40% Test, and is not an “investment company” under Section 3(a)(1) of the Investment Company Act.

Further, the value
of the Property Owner’s fee interest in the Property (which is a qualifying interest)13
represents at least 80% of Property Owner’s total unconsolidated assets, meaning that Property Owner passes the 55/80 Test and qualifies
for the exclusion provided by Section 3(c)(5)(C). Additionally, Property Owner has devoted, and expects to continue to devote, at least
55% of its unconsolidated assets to, and receives and expects to continue to receive at least 55% of its total income from, its investments
in the Property (a Section 3(c)(5)(C) business) and Tenant (a Section 3(c)(5)(C)-qualifying non-IC majority-owned subsidiary and business).
As such, Property Owner also passes and expects to continue to pass the 55/55 Test, qualifying for the exclusion provided by Section 3(c)(6).

 11 As defined in Section 2(a)(41) of the Investment Company Act.

 12 See, e.g., Capital Trust and the Concept Release.

 13 See