SecProbe.io

CORRESP
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 realpha_corresp.htm September 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: reAlpha Tech Corp. Registration Statement on Form S-1 Filed August 18, 2025 File No. 333-289704 Acceleration Request Requested Date: Friday, September 12, 2025 Requested Time: 4:30 p.m. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “ Registrant ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-289704) (the “ Registration Statement ”) to become effective on Friday, September 12, 2025, at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff. Once the Registration Statement has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709. Very truly yours, reAlpha Tech Corp. By: /s/ Michael J. Logozzo Michael J. Logozzo Chief Executive Officer cc: Gabriel Miranda, Esq., Mitchell Silberberg & Knupp LLP reAlpha Tech Corp. – 6515 Longshore Loop, Suite 100, Dublin, OH 43017– Tel: 707.732.5742

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<TEXT>
 September 10, 2025

Piyush Phadke
Chief Financial Officer
reAlpha Tech Corp.
6515 Longshore Loop
Suite 100
Dublin, OH 43017

 Re: reAlpha Tech Corp.
 Form 10-K for Fiscal Year Ending December 31, 2024
 Filed April 2, 2025
 Amendment No. 1 to Form 10-K for Fiscal Year Ending December 31,
2024
 Filed May 13, 2025
 File No. 001-41839
Dear Piyush Phadke:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
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 aire_corresp.htm August 28, 2025 VIA EDGAR Attn: Babette Cooper and Mark Rakip Division of Corporate Finance Office of Real Estate & Construction United States Securities and Exchange Commission Washington, D.C. 20549 Re: reAlpha Tech Corp. Amendment No. 1 to Form 10-K for Fiscal Year Ending December 31, 2024 Filed May 13, 2025 File No. 001-41839 Dear Ms. Cooper and Mr. Rakip, This letter sets forth the response of reAlpha Tech Corp. (the “Company”) to the comment from the U.S. Securities and Exchange Commission (the “SEC”) sent by the SEC’s staff (the “Staff”) to Piyush Phadke, the Company’s Chief Financial Officer, on August 22, 2025, with respect to the Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on May 13, 2025. In response to the Staff’s comment, the Company is submitting this response letter via EDGAR. For the Staff’s convenience, the text of the comment is reproduced in its entirety below followed by the Company’s response. Amendment No. 1 to Form 10-K for Fiscal Year Ending December 31, 2024 General 1. We note that within Item 9A. of your Form 10-K for the fiscal year ended December 31, 2024, you concluded that your internal control over financial reporting was effective. Additionally you concluded that your disclosure controls and procedures were effective as of December 31, 2024, with a similar conclusion regarding the effectiveness of your disclosure controls and procedures as of June 30, 2025 as disclosed in Item 3. of your Form 10-Q for the interim period ended June 30, 2025. In light of the recently amended Form 10-K for the fiscal year ended December 31, 2024 and Form 10-Q for the interim period ended June 30, 2025, please help us understand how you were able to determine your disclosure controls and procedures were effective as of June 30, as well as at March 31, 2025, and your reconsideration of the conclusions for both internal control over financial reporting as well as your disclosure controls and procedures as of December 31, 2024. If you determine they were not effective, please amend these filings and revise your conclusions. Response : The Company respectfully acknowledges the Staff’s comment and advises that in connection with the preparation and filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended, the “Form 10-K”), the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Q1 10-Q”) and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (as amended, the “Q2 10-Q,” and together with the Form 10-K and the Q1 10-Q, the “Periodic Reports”), the Company, with the participation of its Chief Executive Officer, Chief Financial Officer (“CFO”) and solely with respect to the Form 10-K, its Interim CFO, evaluated the effectiveness of the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) for each of the periods covered by the Periodic Reports. Based on this evaluation, the Company concluded, and it continues to believe, that its internal control over financial reporting and disclosure controls and procedures were effective. 1 As noted in the Periodic Reports, there are inherent limitations related to internal control over financial reporting and disclosure controls and procedures. As a result, the Company’s internal control over financial reporting and disclosure controls and procedures may not prevent or detect all errors or omissions, including those that led to the amendment of the Form 10-K and the Q2 10-Q. The Company assessed whether the miscategorization and omission of the related party transaction, presentation of certain financial disclosures and/or typographical errors described below constituted a control deficiency, a significant deficiency, or a material weakness, considering both quantitative and qualitative factors (including likelihood and magnitude), and management concluded that such items did not constitute a material weakness. In arriving at this conclusion, the Company considered the facts and circumstances that led to the miscategorization and omission of a related party transaction pursuant to Item 404 of Regulation S-K that led to the filing of the amendment to the Form 10-K, the inadvertent typographical errors that led to the amendment to the Q2 10-Q as well as the internal control over financial reporting and disclosure controls and procedures the Company has designed, as summarized below, to prevent such occurrences. The Company has determined that such miscategorization, omission and typographical errors were not the product of any ineffectiveness or failing in the design or maintenance of the internal control over financial reporting or disclosure controls and procedures themselves. Rather, the Company believes that such miscategorization, omission and typographical errors were isolated execution errors during a transition in personnel responsibilities that occurred as a result of a change in Company personnel, such as changes to the CFO, and a reallocation of responsibilities from the Interim CFO to the new CFO during the preparation and review of the Periodic Reports. Management has taken steps to address this execution gap, including additional staffing, supplemental training, and enhanced review protocols, as described below. Accordingly, after performing the evaluation described above, the Company concluded, and still maintains, that its internal control over financial reporting and disclosure controls and procedures were effective as of December 31, 2024, March 31, 2025 and June 30, 2025. The internal control over financial reporting and disclosure controls and procedures, which are designed to provide multiple preventive and detective layers, are summarized as follows: 1. Preparation of Periodic Reports The Company maintains and distributes to individuals charged with preparing the periodic reports a detailed project plan: (i) allocating responsibility for the preparation and review of each item and sub-item within the relevant Periodic Report and (ii) providing a detailed timeline with relevant deadlines. Each of the Company’s subsidiaries prepares its own financial statements, which are reviewed and consolidated by the Company’s finance department. The Company also periodically engages external accounting consultants specializing in public company control compliance to support the Company’s finance department with the preparation of the periodic reports. This engagement is not due to any disagreement with the Company’s independent auditors, but rather as an additional measure to ensure accuracy and compliance with reporting requirements. 2. Use of Accounting Software In connection with each periodic report filed with the SEC (and the Company’s financial reporting more broadly), the Company utilizes accounting software to process and reconcile all financial information from the various subsidiaries of the Company. This information is then compiled and summarized to provide the Company’s finance department and management with a detailed summary of the Company’s financials that can be reviewed, analyzed and updated for quarterly and year-end financial disclosures. The Company uses various accounting software to facilitate this process and members of the finance department verify the accuracy of the numbers set forth in the Company’s financial statements that are filed with the period reports during this process. This process includes a documented tie-out to the general ledger and an independent reviewer sign-off on EDGAR/iXBRL proofs prior to filing. 2 3. Use of Disclosure Checklists In connection with each periodic report, the Company’s finance department uses a disclosure checklist to ensure that each such periodic report fully complies with the requirements of Sections 13(a) and 15(d) of the Exchange Act and any other applicable rules and regulations. This disclosure checklist is used as one of several controls, which also includes a review of such periodic reports by the Company’s external securities counsel. Documentation of this review is also recorded. The checklist is updated at least quarterly for new SEC rules and interpretive guidance. In addition, each quarter, the finance department prepares a memorandum discussing new accounting pronouncements, which is reviewed by the Company’s finance manager in preparation of the filing of the Company’s periodic reports. 4. Each Periodic Report is Discussed with the CFO The Company’s finance department works closely with the CFO to prepare each periodic report. This includes discussions relating to the: (i) methods used to account for significant transactions; (ii) effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; and (iii) processes used by the finance department in formulating particularly sensitive accounting estimates. These discussions also include related-party identification procedures and areas of estimation uncertainty. 5. Each Periodic Report is Discussed with the Audit Committee Each periodic report and any issues that have arisen in connection with the preparation and review of such periodic report is discussed with the audit committee of the board of directors prior to the filing of any periodic report. The Company’s independent auditors attend these meetings and present significant transactions for each quarter, the scope of their review and any issues that arose in connection with their review of the periodic report. Further, to the extent applicable, management provides the audit committee with updates on any identified control deficiencies and the status of remediation actions. Meeting materials and minutes reflecting these discussions are maintained. Notwithstanding the conclusions described above, the Company is committed to continually assessing and improving its internal control over financial reporting and disclosure controls and procedures, refining the processes used to prepare and review its periodic reports and other required disclosures and working vigilantly to ensure that the types of miscategorization, omission and inadvertent typographical errors noted in the Staff's above-referenced comment letter are not repeated. To that end, the Company has, over the past six months, expanded and will continue to expand its internal legal and finance departments to support continued improvement of its internal control over financial reporting and disclosure controls and procedures and continued refinement of the processes used to prepare and review its periodic reports and other required disclosures, including hiring additional accounting staff, implementing enhanced review checklists, instituting secondary reviews for related party transactions, formalizing version-control and change-management protocols for EDGAR/iXBRL, and conducting targeted training for personnel involved in the reporting process. If management’s ongoing evaluation were to indicate that a different conclusion is warranted, the Company will promptly make the appropriate disclosures and, if necessary, amend affected filings. The Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Please advise if you have any questions or if you require further clarification of the Company’s responses above. I can be reached at (707) 732-5742 extension 2. Sincerely, Piyush Phadke Chief Financial Officer reAlpha Tech Corp. cc: Michael J. Logozzo, Chief Executive Officer Blake Baron, Mitchell Silberberg & Knupp LLP 3

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 August 22, 2025

Piyush Phadke
Chief Financial Officer
reAlpha Tech Corp.
6515 Longshore Loop
Suite 100
Dublin, OH 43017

 Re: reAlpha Tech Corp.
 Amendment No. 1 to Form 10-K for Fiscal Year Ending December 31,
2024
 File No. 001-41839
 Filed May 13, 2025
Dear Piyush Phadke:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Amendment No. 1 to Form 10-K for Fiscal Year Ending December 31, 2024
General

1. We note that within Item 9A. of your Form 10-K for the fiscal year ended
December
 31, 2024, you concluded that your internal control over financial
reporting was
 effective. Additionally you concluded that your disclosure controls and
procedures
 were effective as of December 31, 2024, with a similar conclusion
regarding the
 effectiveness of your disclosure controls and procedures as of June 30,
2025 as
 disclosed in Item 3. of your Form 10-Q for the interim period ended June
30, 2025. In
 light of the recently amended Form 10-K for the fiscal year ended
December 31,
 2024 and Form 10-Q for the interim period ended June 30, 2025, please
help us
 understand how you were able to determine your disclosure controls and
procedures
 were effective as of June 30, as well as at March 31, 2025, and your
reconsideration
 of the conclusions for both internal control over financial reporting as
well as your
 disclosure controls and procedures as of December 31, 2024. If you
determine they
 August 22, 2025
Page 2

 were not effective, please amend these filings and revise your
conclusions.
 In closing, 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.

 Please contact Babette Cooper at 202-551-3396 or Mark Rakip at
202-551-3573 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 July 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 reAlpha Tech Corp.

 Registration Statement on Form S-1, as amended

 Filed July 9, 2025

 File No. 333-288571

 Acceleration Request

 Requested Date: Wednesday, July 16, 2025

 Requested Time: 5:15 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (File No. 333-288571) (as amended, the " Registration Statement ") to become effective on Wednesday,
July 16, 2025, at 5:15 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 reAlpha Tech Corp.

 By:
 /s/ Michael J. Logozzo

 Michael J. Logozzo

 Chief Executive Officer

 cc:
 Gabriel Miranda, Esq., Mitchell Silberberg & Knupp LLP

 reAlpha Tech Corp. – 6515 Longshore Loop,
Suite 100, Dublin, OH 43017– Tel: 707.732.5742

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<TEXT>
 June 16, 2025

Michael J. Logozzo
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017

 Re: reAlpha Tech Corp.
 Draft Registration Statement on Form S-1
 Submitted June 11, 2025
 CIK No. 0001859199
Dear Michael J. Logozzo:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Ruairi Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Blake J. Baron, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 May 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 reAlpha Tech Corp.

 Registration Statement on Form S-3

 Filed May 6, 2025

 File No. 333-287009

 Acceleration Request

 Requested Date: Friday, May 16, 2025

 Requested Time: 4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-287009) (the " Registration Statement ") to become effective on Friday, May 16, 2025,
at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 reAlpha Tech Corp.

 By:
 /s/ Giri Devanur

 Giri Devanur

 Chief Executive Officer

 cc:
 Gabriel Miranda, Esq., Mitchell Silberberg & Knupp LLP

 reAlpha Tech Corp. – 6515 Longshore Loop,
Suite 100, Dublin, OH 43017– Tel: 707.732.5742

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<TEXT>
 May 12, 2025

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-3
 Filed May 6, 2025
 File No. 333-287009
Dear Giri Devanur:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Gabriel Miranda, Esq.
</TEXT>
</DOCUMENT>

January 16, 2025
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-3
Filed January 10, 2025
File No. 333-284234
Dear Giri Devanur :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Gabriel Miranda, Esq.

CORRESP
1
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January 16, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha Tech Corp.

Registration Statement on Form S-3

Filed January 10, 2025

File No. 333-284234

Acceleration Request

Requested Date: Tuesday, January 21, 2025

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-284234) (the “Registration Statement”) to become effective on Tuesday, January
21, 2025, at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri Devanur

    Giri Devanur

    Chief Executive Officer

    cc:

    Michael J. Logozzo, reAlpha Tech Corp.

    Blake Baron, Esq.

    Gabriel Miranda, Esq.

reAlpha Tech Corp. – 6515 Longshore Loop,
Suite 100, Dublin, OH 43017– Tel: 707.732.5742

CORRESP
1
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November 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha Tech Corp.

Registration Statement on Form S-3

Filed November 15, 2024

File No. 333-283284

Acceleration Request

Requested Date: Tuesday, November 26, 2024

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-283284) (the “Registration Statement”) to become effective on Tuesday, November
26, 2024, at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri Devanur

    Giri Devanur

    Chief Executive Officer

    cc:
    Michael J. Logozzo, reAlpha Tech Corp.

    Blake Baron, Esq.

    Gabriel Miranda, Esq.

reAlpha Tech Corp. – 6515 Longshore Loop,
Suite 100, Dublin, OH 43017– Tel: 707.732.5742

November 21, 2024
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-3
Filed November 15, 2024
File No. 333-283284
Dear Giri Devanur:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Pearlyne Paulemon at 202-551-8714 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Gabriel Miranda

CORRESP
1
filename1.htm

June 21, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha Tech Corp.

Registration Statement on Form S-11, as amended

Filed December 29, 2023

File No. 333-276334

Acceleration Request

Requested Date: Tuesday, June 25, 2024

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-11 (File No. 333-276334) (as amended, the “Registration Statement”) to become effective on Tuesday,
June 25, 2024, at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri Devanur

    Giri Devanur

    Chief Executive Officer

    cc:

    Michael J. Logozzo, reAlpha Tech Corp.

    Michael Frenz, reAlpha Tech Corp.

    Blake Baron, Esq.

    Gabriel Miranda, Esq.

    reAlpha Tech Corp. – 6515 Longshore Loop, Suite 100, Dublin, OH 43017– Tel: 707.732.5742

CORRESP
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    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional Corporations

June 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Benjamin Holt

    Pam Howell

    Division of Corporation Finance

    Office of Real Estate & Construction

    Re:
    reAlpha Tech Corp.

    Registration Statement on Form S-11

    Filed December 29, 2023

    File No. 333-276334

Ladies and Gentlemen:

On behalf of our client,
 reAlpha Tech Corp., a Delaware corporation (the “Company”), we are providing this letter in response to the
comments from the U.S. Securities and Exchange Commission (the “Commission”) sent by the Commission’s staff (the
“Staff”) to Mr. Devanur, the Company’s Chief Executive Officer, on June 7, 2024, with respect to the above-captioned
Registration Statement on Form S-11 of the Company, originally filed with the Commission on December 29, 2023 (as amended, the “Registration
Statement”).

The numbered paragraphs in
bold below set forth the Staff’s comments together with the Company’s responses. Amendment No. 2 to the Registration Statement
(the “Amendment”) 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 the Amendment.

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.

Response: The Company respectfully acknowledges the Staff’s
comment and confirms its understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that the retention
by a selling stockholder of an underwriter in connection with sales of the Company’s shares of common stock would constitute a material
change to the Company’s plan of distribution, and that it will file a post-effective amendment to include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information.

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.

Response: The Company
respectfully acknowledges the Staff’s comment and notes that an updated auditor consent was filed as Exhibit 23.1 to the Amendment
to include the requested information.

* * *

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

Corporations

We thank the Staff for its
review of the foregoing and the Amendment. If you have further comments, please do not hesitate to contact me at bjb@msk.com or by telephone
at (917) 546-7709.

    Sincerely,

    /s/ Blake Baron

    Name: Blake Baron

    cc:

    Giri Devanur, reAlpha Tech Corp.

    Michael J. Logozzo, reAlpha Tech Corp.

    Gabriel Miranda, Esq.

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.

CORRESP
1
filename1.htm

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional Corporations

May 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Benjamin Holt

    Pam Howell

    Division of Corporation Finance

    Office of Real Estate & Construction

    Re:
    reAlpha Tech Corp.

    Registration Statement on Form S-11

    Filed December 29, 2023

    File No. 333-276334

Ladies and Gentlemen:

On behalf of our client,  reAlpha
Tech Corp., a Delaware corporation (the “Company”), we are providing this letter in response to the comments from the
U.S. Securities and Exchange Commission (the “Commission”) sent by the Commission’s staff (the “Staff”)
to Mr. Devanur, the Company’s Chief Executive Officer, on January 12, 2024, with respect to the above-captioned Registration Statement
on Form S-11 of the Company, originally filed with the Commission on December 29, 2023 (the “Registration Statement”).

The numbered paragraphs in bold
below set forth the Staff’s comments together with the Company’s responses. Amendment No. 1 to the Registration Statement
(the “Amendment”) 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 the Amendment.

Registration Statement on Form S-11 filed December 29, 2023

Recent Developments

Letter of Intent, page 4

1. We note that on December 13, 2023, you entered
into a letter of intent to acquire United Software Group, certain subsidiaries (collectively, “USG”). We also note that you
publicly announced the potential acquisition in a press release dated December 18, 2023. We understand that the closing will be subject
to the negotiation of the definitive agreement, foreign regulatory approval, other customary closing conditions and potential stockholder
approval to the extent required by the Nasdaq Listing Rules. Please provide us with your assessment of the probability of the acquisition
discussing:

• planned timing of acquisition;

• progress of the negotiations;

• economic and legal penalties associated
with failure to consummate, including the termination fee (payable if the acquisition does not close for reasons yet to be determined),
and costs incurred to date in pursuing the acquisition; and

• significance of required regulatory
approvals, in particular foreign regulatory approval given that both companies are based in Dublin, OH.

    1

Response: The Company respectfully acknowledges
the Staff’s comment and notes that, as of April 12, 2024, following the completion of the Company’s due diligence investigation,
the Company terminated negotiations to acquire USG and it will not be entering into a definitive agreement, which update was disclosed
in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on April
19, 2024. In such filing, and throughout the Amendment, the Company revised disclosures discussing USG to state that the Company will
not be entering into a definitive agreement and that negotiations for this acquisition were terminated. Therefore, the acquisition of
USG is not “probable” within the meaning of Rule 3-05 and 8-04, as applicable, of Regulation S-X. The Company incurred no
economic and legal penalties associated with the termination of negotiations, including the termination fee, and incurred non-significant
costs in order to perform its due diligence investigation.

Unaudited Condensed Consolidated Financial Statements

Note 17 – Subsequent Events, page F-18

2. We note that management has evaluated all subsequent
events through December 14, 2023. Please tell us what consideration was given to disclosing the December 13, 2023 letter of intent to
purchase USG for an aggregate purchase price of up to $14,000,000.

Response: The Company respectfully acknowledges
the Staff’s comment and advises that, at the time this disclosure was made, the acquisition was not considered “probable”
within the meaning of Rule 3-05 and 8-04, as applicable, of Regulation S-X. The assessment of “probability” requires consideration
of all available facts, and an acquisition is probable where the registrant’s financial statements alone would not provide adequate
financial information to make an investment decision. In this case, inclusion in the Registration Statement under “Note 17 –
Subsequent Events” of the execution of the letter of intent to acquire USG would not materially assist in the making of an informed
investment decision and would create a risk of misleading potential investors, given that the Company was in its preliminary due diligence
stages, and at no point the USG potential acquisition became “probable” within the foregoing applicable Regulation S-X items.

Generally, the Company uses letters
of intent for the purpose of beginning the due diligence process on potential future acquisitions. The letter of intent referenced in
the Registration Statement was signed on December 13, 2023, and the Company had just begun its due diligence process for such transaction.
Per the Company’s usual practice, the Company enters into non-binding letters of intent to determine the viability of acquisitions,
and their primary purpose is to provide a framework for a due diligence investigation that will allow the Company to determine if an acquisition
is, in fact, advisable. The Company’s due diligence activities include review and investigation, if necessary, of the potential
acquisition company’s key performance indicators, financial books and records, management and employment practices and related matters.
No binding agreement will be negotiated, prepared or executed unless the Company’s management completes its due diligence investigation
and is satisfied by the results of such investigation, resulting in a determination that the acquisition is in the best interests of the
Company and its stockholders. Not all potential acquisition targets who we execute a letter of intent with will ultimately be acquired,
including USG. Additionally, should management determine, after the successful completion of due diligence, that an acquisition currently
contemplated under a letter of intent is advisable, the Company’s ability to consummate such acquisition will remain contingent
on additional factors, including, but not limited to: (i) the availability of financing, in the form of both bank lending and equity capital,
as the case may be, to fund the purchase prices, and the approval of acceptable lending, as well as the availability of the funds to be
raised to fund acquisitions by the Company, neither of which is assured; and (ii) the successful negotiation of detailed and binding asset
and/or securities purchase agreements, with approval from the Company’s board of directors, the owners of the potential acquisition
targets and potentially the Company’s stockholders (depending on the nature of the transaction).

Therefore, at the time management
evaluated all subsequent events through December 14, 2023, and for the reasons outlined above, the Company believes that the USG letter
of intent did not represent a “probable” acquisition within the meaning of Regulation S-X and it was largely speculative at
the time, such that inclusion of financial statements or other reference of the acquisition under “Note 17 – Subsequent Events”
would neither be necessary nor helpful in making an informed investment decision regarding the Company.

* * *

    2

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

Corporations

We thank the Staff for its review
of the foregoing and the Amendment. If you have further comments, please do not hesitate to contact me at bjb@msk.com or by telephone
at (917) 546-7709.

    Sincerely,

    /s/ Blake Baron

    Name: Blake Baron

    cc:

    Giri Devanur, reAlpha Tech Corp.

    Michael J. Logozzo, reAlpha Tech Corp.

    Gabriel Miranda, Esq.

    3

United States securities and exchange commission logo
January 12, 2024
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 December 29, 2023
File No. 333-276334
Dear Giri Devanur:
            We have conducted a limited review of your 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.
Registration Statement on Form S-11 filed December 29, 2023
Recent Developments
Letter of Intent, page 4
1.We note that on December 13, 2023, you entered into a letter of intent to acquire United
Software Group, certain subsidiaries (collectively, “USG”). We also note that you
publicly announced the potential acquisition in a press release dated December 18, 2023.
We understand that the closing will be subject to the negotiation of the definitive
agreement, foreign regulatory approval, other customary closing conditions and potential
stockholder approval to the extent required by the Nasdaq Listing Rules. Please provide us
with your assessment of the probability of the acquisition discussing:
•planned timing of acquisition;
•progress of the negotiations;
•economic and legal penalties associated with failure to consummate, including the
termination fee (payable if the acquisition does not close for reasons yet to be

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 January 12, 2024 Page 2
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
January 12, 2024
Page 2
determined), and costs incurred to date in pursuing the acquisition; and
•significance of required regulatory approvals, in particular foreign regulatory
approval given that both companies are based in Dublin, OH.

Unaudited Condensed Consolidated Financial Statements
Note 17 - Subsequent Events, page F-18
2.We note that management has evaluated all subsequent events through December 14,
2023. Please tell us what consideration was given to disclosing the December 13, 2023
letter of intent to purchase USG for an aggregate purchase price of up to $40,000,000.
            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.
            Please 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 Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gabriel Miranda, Esq.

CORRESP
1
filename1.htm

January 2, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha Tech Corp.

    Registration Statement on Form S-11

    Filed December 29, 2023

    File No. 333-276334

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on December 29, 2023, with the U.S. Securities and Exchange Commission, in which we requested the effective
date of the above-referenced Registration Statement on Form S-11 (File No. 333-276334) (the “Registration Statement”)
be accelerated so that it would be declared effective at 5:00 p.m., Eastern Time, on January 3, 2024, or as soon as thereafter practicable.

The purpose of this letter is
to advise that we are not seeking effectiveness of the Registration Statement at the above requested time and that we intend to resubmit
our request for acceleration of effectiveness at a later date. We hereby formally withdraw our request for acceleration of the effective
date at 5:00 p.m., Eastern Time, on January 3, 2024.

If you have any further questions,
please contact our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri Devanur

    Giri Devanur

    Chief Executive Officer

reAlpha Tech Corp. – 6515 Longshore Loop, Suite
100, Dublin, OH 43017– Tel: 707.732.5742

CORRESP
1
filename1.htm

December 29, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha
    Tech Corp.

    Registration
    Statement on Form S-11

    Filed
    December 29, 2023

    File No. 333-276334

    Acceleration
    Request

    Requested
    Date: Wednesday, January 3, 2024

    Requested
    Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-11 (File No. 333-276334) (the “Registration Statement”) to become effective on Wednesday, January
3, 2024, at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri Devanur

    Giri Devanur

    Chief Executive Officer

reAlpha Tech Corp. – 6515 Longshore Loop,
Suite 100, Dublin, OH 43017– Tel: 707.732.5742

United States securities and exchange commission logo
December 15, 2023
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:reAlpha Tech Corp.
Draft Registration Statement on Form S-11
Submitted December 7, 2023
CIK No. 0001859199
Dear Giri Devanur:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gabriel Miranda, Esq.

CORRESP
1
filename1.htm

November 17, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha Tech Corp.

Registration Statement on Form S-11

Filed November 16, 2023

File No. 333-275604

Acceleration Request

Requested Date: Tuesday, November 21, 2023

Requested Time: 9:00 a.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement
on Form S-11 (File No. 333-275604) (the “Registration Statement”) to become effective on Tuesday, November 21, 2023,
at 9:00 a.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri Devanur

    Giri Devanur

    Chief Executive Officer

reAlpha Tech Corp. – 6515 Longshore
Loop, Suite 100, Dublin, OH 43017– Tel: 707.732.5742

United States securities and exchange commission logo
October 27, 2023
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:reAlpha Tech Corp.
Draft Registration Statement on Form S-11
Submitted October 24, 2023
CIK No. 0001859199
Dear Giri Devanur:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gabriel Miranda, Esq.

CORRESP
1
filename1.htm

October
18, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    reAlpha
    Tech Corp.

Registration
Statement on Form S-11

Filed
August 8, 2023, as amended

File
No. 333-271307

Acceleration
Request

Requested
Date: Friday, October 20, 2023

Requested
Time: 4:30 p.m. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-11 (File No. 333-271307) (the “Registration Statement”) to become
effective on Friday, October 20, 2023, at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant
or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once
the Registration Statement has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron
at (917) 546-7709.

    Very truly yours,

    reAlpha Tech Corp.

    By:
    /s/ Giri
    Devanur

    Giri Devanur

    Chief Executive Officer

reAlpha
Tech Corp. – 6515 Longshore Loop, Suite 100, Dublin, OH 43017– Tel: 707.732.5742

CORRESP
1
filename1.htm

    Mitchell
    Silberberg & Knupp
    llp

    A Law Partnership Including

 Professional Corporations

September
11, 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-11

    Filed August 8, 2023

    File No. 333-273782

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. 2 (“Amendment
No. 2”) to the above-captioned Registration Statement on Form S-11 of the Company, originally filed with the Commission
on August 8, 2023 (as amended, the “Registration Statement”).

Amendment
No. 2 reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Devanur, the Company’s
Chief Executive Officer, dated September 8, 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. 2, 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. 2.

    Mitchell
    Silberberg & Knupp
    llp

    A Law Partnership Including

 Professional Corporations

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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised Amendment No. 2 to include the disclosure from the
Form 1-U filed on August 31, 2023 and to indicate that this will not affect the Company’s 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 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the opinion filed as Exhibit 8.1 and the tax disclosure
in Amendment No. 2 in accordance with 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.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised Amendment No. 2 to remove the above-mentioned statement
on page 107.

*
* *

    2

    Mitchell
    Silberberg & Knupp
    llp

    A Law Partnership Including

 Professional Corporations

We
thank the Staff for its review of the foregoing and Amendment No. 2. If you have further comments, please do not hesitate to contact
me at bjb@msk.com or by telephone at (917) 546-7709.

    Sincerely,

    /s/ Blake
    Baron

    Name: Blake Baron

    cc:
    Giri Devanur, reAlpha Tech Corp.

3

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

CORRESP
1
filename1.htm

    Mitchell Silberberg & Knupp llp

A Law Partnership Including

Professional Corporations

August 28, 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-11

    Filed August 8, 2023

    File No. 333-273782

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-11 of the Company, originally filed with the Commission on August 8, 2023
(as amended, 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 August 25, 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-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.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 67 to disclose that each of the Syndication LLC’s
operating agreements will provide that Rhove will hold a “Managing Member Interest” as the Syndication LLC’s Managing
Member, which will allow Rhove to maintain management control of the Syndication LLC while not holding any ownership interest. The Company
further notes that the “Managing Member Interest” does not include rights to ownership or profits or losses or any rights
to receive distributions from operations or upon the liquidation or winding-up of such Syndication LLC, except for a property management
fee of 15-30% of the Syndicated property’s rental revenue.

* * *

    Mitchell Silberberg & Knupp llp

A Law Partnership Including

Professional Corporations

We thank the Staff for its
review of the foregoing and Amendment No. 1. If you have further comments, please do not hesitate to contact me at bjb@msk.com or
by telephone at (917) 546-7709.

    Sincerely,

    /s/ Blake Baron

    Name: Blake Baron

    cc:
    Giri Devanur, reAlpha Tech Corp.

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

CORRESP
1
filename1.htm

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

 Corporations

August 7, 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 June 29, 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. 3 on Form S-11 (“Amendment No. 3”)
to the above-captioned Registration Statement on Form S-1 of the Company, originally filed with the Commission on April 18, 2023
(as amended, the “Registration Statement”).

Amendment No. 3 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Devanur, the Company’s Chief Executive
Officer, dated July 17, 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. 3, 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. 3.

Amendment No. 3 to Registration Statement on Form S-1 filed June
29, 2023

Cover Page

 1. We note your response to comment 1 and reissue the comment.
Please tell us the listing standard you intend to rely upon in listing your common stock and specifically confirm whether and how you
meet this standard.

Although we note your statement that
“the Company meets two of the three quantitative standards for listing on the Nasdaq Capital Market,” it is unclear how you
meet any one of the Equity Standard, the Market Value of Listed Securities Standard, or the Net Income Standard under Nasdaq Rule 5505(b)
because:

 ● your stockholders’ equity is not at least $5 million (in
the case of the Equity Standard) or $4 million (in the case of the Market Value of Listed Securities Standard or the Net Income Standard),
and

 ● your net income from continuing operations is not $750,000
in the most recently completed fiscal year or in two of the three most recently completed fiscal years (in the case of the Net Income
Standard).

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

 Corporations

Additionally, please tell us whether
you have discussed your ability to meet the quantitative requirements of Rule 5505(a) and Rule 5505(b) with Nasdaq and the outcome of
those discussions. If such discussions occurred, please supplementally provide us with the name of the Nasdaq representative.

Response: The Company respectfully
acknowledges the Staff’s comment, and notes that it is proposing to list on the Nasdaq Capital Market LLC (“Nasdaq”)
pursuant to section IM-5505-1(a)(2) of the Nasdaq Listing Rules, which requires that the Company has: (i) a valuation that meets the
requirements of Nasdaq’s Listing Rules IM-5315-1(e) and (f) evidencing a price and (ii) market value of listed securities and market
value of unrestricted publicly held shares that exceeds 200% of the otherwise applicable requirement. The Company is relying on the “Equity
Standard” set forth in 5505(b)(1) of the Nasdaq Listing Rules. As of April 30, 2023, the Company has: (a) stockholders’ equity
of approximately $13.2 million; (b) market value of unrestricted publicly held shares of approximately $50.07 million; (c) an operating
history of more than two years; (d) 5,007,506 unrestricted publicly held shares; (e) 3,094 unrestricted round lot shareholders; (f) 3
market makers; and (g) a valuation-based bid price of $10 per share.

Risk Factors, page 11

 2. Please tell us what consideration you have given to including
a risk factor discussing the differences the tracing requirement could pose to securities liability challenges brought under Section
11 for a direct listing versus a traditional IPO and the impact that it would have on the company and potential investors.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 42 of Amendment No. 3 to add a corresponding risk factor.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Results of Operations, page 48

 3. We note the increase in depreciation and amortization costs
for the nine months ended January 31, 2023 as compared to January 31, 2022. Please disclose the reasons why depreciation and amortization
costs increased when a large number of properties were disposed of during the period.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 51 of Amendment No. 3 to add the
reasons why depreciation and amortization costs increased for the year ended April 30, 2023 compared to the year ended April 30, 2022.

    2

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

 Corporations

Business, page 56

 4. We note your response to prior comment 7. Please clarify
if you intend to account for the acquisition of a minority stake of 25% in each of Naamche Inc. and Carthagos, Inc. under the equity
method or by another method. Please also tell us how you are currently accounting for the investments in Naamche and Carthagos, as the
disclosure on page 69 indicates that you acquired interests in these companies in 2021.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that, even though the Company owns 25% of each of Naamche Inc.
and Carthagos, Inc., they have accounted for them under the “cost method” and not the “equity method” because
the Company does not have any significant control or influence over the financial and operating policies of these entities. The Company
further notes that they do not intend to account for them under the “equity method” in the foreseeable future, unless they
obtain significant control or influence over the financial and operating policies of such entities.

Our Platform and Technologies,
page 60

 5. We note your response to comment 9 and partially reissue
the comment. Please provide us with your analysis of why the financial metrics and additional information available only to Syndicate
Members who use the app are not material and should not be made available to investors who may not want to use the app.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 61 of Amendment No. 3 to disclose that the Company intends
to make available the financial metrics, including occupancy rates, average daily rental rates and other periodical information regarding
the syndicated properties, to regular investors who may not want to use the app contemporaneously to those who do use the app, at the
time the Company releases its quarterly consolidated results. The Company also notes that these financial metrics will be available to
the general public via the Company’s website as well on a quarterly basis.

 6. We note your response to comment 10, including that the
financial metrics available only to Syndicate Members who use the app will not meet the same requirements as SEC filings. Please tell
us how your disclosure of financial metrics and additional information to Syndicate Members who use the app, but not investors generally,
is consistent with the requirements of Regulation FD.

Response: The Company respectfully
acknowledges the Staff’s comment and notes that, as referenced in the answer above, the Company intends to make this information
available to investors generally in accordance with Regulation FD.

Principal Stockholders, page 88

 7. Please revise to disclose in the beneficial ownership table
the 368,499 shares held by Mr. Aldecoa.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the beneficial ownership table on page 97 to include the 368,499 shares held by
Mr. Aldecoa.

    3

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

 Corporations

Financial Statements, page F-1

 8. Please update your financial statements in accordance with
Rule 8-08 of Regulation S-X.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the financial statements starting on page F-3 to be in accordance with Rule 8-08
of Regulation S-X.

Note 3 - Summary of Significant
Accounting Policies, page F-8

 9. Your disclosure, in response to prior comment 16, on page
64 indicates that you expect Syndicate Members to collectively own 100% of the Syndication LLCs and that you will account for the Syndication
LLCs in accordance with applicable U.S. GAAP. Please explain how you will account for the Syndication LLCs under U.S. GAAP.

Response: The Company respectfully
acknowledges the Staff’s comment and notes that, if the Syndication LLC sells 100% of its membership interests to investors, the
accounting treatment would be as follows: (i) the proceeds received from the sale of membership interests would be recognized as equity
on the balance sheet of the Syndication LLC, reflecting the capital contributed by the investors; (ii) Rhove would no longer hold any
ownership interest in the Syndication LLC, and the investors would collectively own 100% of the LLC, and, accordingly, the LLC would not
form part of consolidated financial statements of the Company; and (iii) the revenue generated and expenses incurred by the Syndication
LLCs would only be part of financial statements of that Syndication LLC; however, any fees charged by Rhove to such Syndication LLCs would
be expensed in the Syndication LLCs’ financial statements and treated as income for Rhove.

If, instead, the Syndication
LLC does not sell 100% of its membership interests, and the managing member of the Syndication LLC, whether Rhove or another entity, retains
any percentage of the unsold membership interests, the accounting treatment would be as follows: (i) the portion of membership interests
purchased by investors would be recognized as equity on the balance sheet of Syndication LLC, reflecting the capital contributed by the
investors along with the remaining membership interests held by the managing member; (ii) the interest held by the managing member would
be reported as a separate component of equity on the balance sheet of the Syndication LLC, which will typically be presented on the Company’s
shareholders’ equity; (iii) the financial statements of the managing member would consolidate the results of operations and the
financial position of the Syndication LLC, reflecting the membership interests of both the investors and the managing member; and (iv)
the revenue generated and expenses incurred by the Syndication LLCs would be part of the such Syndication LLCs’ financial statements,
and consolidated into the managing member; provided, however, that any fees charged by the managing member to such Syndication LLCs would
be expensed in the Syndication LLCs and treated as income for the managing member.

General

 10. We note your response to comment 18 and reissue the comment.
Please file your next amendment on Form S-11 as required by General Instruction A to Form S-11 and provide the disclosure required by
the form.

Although the company considers its
primary business lines to relate to the development of technology platforms that allow users to invest in short-term rental properties,
the financial statements show that the company’s only sources of revenue are rental income and gain on sale of properties; and the company’s
primary assets—in excess of 90% on average for the periods presented—are cash and investments in real estate. Accordingly,
it appears that the company’s business is primarily that of acquiring and holding for investment real estate or interests in real estate,
or interests in other issuers whose business is primarily that of acquiring and holding real estate or interest in real estate for investment.
Therefore, we continue to be of the view that the company is required to use Form S-11 pursuant to General Instruction A.

    4

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

 Corporations

Additionally, we note that currently
it appears that you and your subsidiaries, as opposed to any Syndicate Members, own 100% of the five properties in your portfolio; and
that you and your subsidiaries have generated no revenues through the use and subscription of your technologies.

Response: The Company respectfully
acknowledges the Staff’s comment and has filed Amendment No. 3 on Form S-11 as required by General Instruction A to Form S-11.

 11. We note your response to comment 19 and reissue the comment.
Please provide the disclosure required by Industry Guide 5 or advise. For example, revise your compensation disclosure to comply with
Item 4 and provide the disclosure required by Item 8, including prior performance tables. For guidance, refer to Release No. 33- 6900
(June 17, 1991), Item 7(c) of Part II of Form 1-A, and CF Disclosure Guidance Topic No. 6.

Response: The Company respectfully
acknowledges that while Industry Guide 5, by its terms, applies to real estate limited partnerships, Release No. 33-6900 states that its
requirements should also be considered for the preparation of registration statements of real estate investment trusts (“REITs”).
In practice, the Commission has requested Industry Guide 5 disclosure for initial public offerings by newly formed REITs if more than
25% of the offering proceeds are not specified for particular assets in the use of proceeds disclosure. Additionally, CF Disclosure Guidance:
Topic No. 6 indicates that if a registrant lacks real estate assets, has no operating history, and has not identified any specific assets
to acquire with the offering proceeds, then certain Industry Guide 5 disclosure requirements would apply. Based on the foregoing, the
Company respectfully submits that Industry Guide 5 disclosure is not necessary or appropriate for its offering for the following reasons:
(i) it is not a real estate limited partnership, (ii) it is not a REIT, and (iii) even if applicable, the Company possesses real estate
assets, has an operating history, and sufficiently specifies the types of real estate assets it intends to acquire in the Registration
Statement and Amendment No. 3.

 12. We note your response to comment 22. To the extent the
July 29, 2022 offering was unregistered, please revise Item 15 of Part II to disclose all of the information required by Item 701 of
Regulation S-K.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page II-1 of Amendment No. 3 to disclose that there was no July
29, 2022 offering. Rather, on July 29, 2022, the Company filed a post-effective amendment on Form 1-A to re-qualify its Regulation A offering,
which was re-qualified by the SEC on August 3, 2022.

* * *

    5

    Mitchell Silberberg & Knupp llp

A Law Partnership Including Professional

 Corporations

We thank the Staff for its
review of the foregoing and Amendment No. 3. If you have further comments, please do not hesitate to contact me at bjb@msk.com or
by telephone at (917) 546-7709.

    Sincerely,

    /s/ Blake Baron

    Name: Blake Baron

    cc:
    Giri Devanur, reAlpha Tech Corp.

    6

United States securities and exchange commission logo
July 17, 2023
Giri Devanur
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:reAlpha Tech Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 29, 2023
File No. 333-271307
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 June 14, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed June 29, 2023
Cover Page
1.We note your response to comment 1 and reissue the comment.  Please tell us the listing
standard you intend to rely upon in listing your common stock and specifically confirm
whether and how you meet this standard.

Although we note your statement that "the Company meets two of the three quantitative
standards for listing on the Nasdaq Capital Market," it is unclear how you meet any one of
the Equity Standard, the Market Value of Listed Securities Standard, or the Net Income
Standard under Nasdaq Rule 5505(b) because:
•your stockholders' equity is not at least $5 million (in the case of the Equity Standard)

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 July 17, 2023 Page 2
 FirstName LastNameGiri Devanur
reAlpha Tech Corp.
July 17, 2023
Page 2
or $4 million (in the case of the Market Value of Listed Securities Standard or the
Net Income Standard), and
•your net income from continuing operations is not $750,000 in the most recently
completed fiscal year or in two of the three most recently completed fiscal years (in
the case of the Net Income Standard).

Additionally, please tell us whether you have discussed your ability to meet the
quantitative requirements of Rule 5505(a) and Rule 5505(b) with Nasdaq and the outcome
of those discussions.  If such discussions occurred, please supplementally provide us with
the name of the Nasdaq representative.
Risk Factors, page 11
2.Please tell us what consideration you have given to including a risk factor discussing the
differences the tracing requirement could pose to securities liability challenges brought
under Section 11 for a direct listing versus a traditional IPO and the impact that it would
have on the company and potential investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 48
3.We note the increase in depreciation and amortization costs for the nine months ended
January 31, 2023 as compared to January 31, 2022.  Please disclose the reasons why
depreciation and amortization costs increased when a large number of properties were
disposed of during the period.
Business, page 56
4.We note your response to prior comment 7.  Please clarify if you intend to account for the
acquisition of a minority stake of 25% in each of Naamche Inc. and Carthagos, Inc. under
the equity method or by another method.  Please also tell us how you are currently
accounting for the investments in Naamche and Carthagos, as the disclosure on page 69
indicates that you acquired interests in these companies in 2021.
Our Platform and Technologies, page 60
5.We note your response to comment 9 and partially reissue the comment.  Please provide
us with your analysis of why the financial metrics and additional information available
only to Syndicate Members who use the app are not material and should not be
made available to investors who may not want to use the app.
6.We note your response to comment 10, including that the financial metrics available only
to Syndicate Members who use the app will not meet the same requirements as SEC
filings.  Please tell us how your disclosure of financial metrics and additional information
to Syndicate Members who use the app, but not investors generally, is consistent with the
requirements of Regulation FD.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 July 17, 2023 Page 3
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
July 17, 2023
Page 3
Principal Stockholders, page 88
7.Please revise to disclose in the beneficial ownership table the 368,499 shares held by Mr.
Aldecoa.
Financial Statements, page F-1
8.Please update your financial statements in accordance with Rule 8-08 of Regulation S-X.
Note 3 - Summary of Significant Accounting Policies, page F-8
9.Your disclosure, in response to prior comment 16, on page 64 indicates that you expect
Syndicate Members to collectively own 100% of the Syndication LLCs and that you
will account for the Syndication LLCs in accordance with applicable U.S. GAAP.  Please
explain how you will account for the Syndication LLCs under U.S. GAAP.
General
10.We note your response to comment 18 and reissue the comment.  Please file your next
amendment on Form S-11 as required by General Instruction A to Form S-11 and provide
the disclosure required by the form.

Although the company considers its primary business lines to relate to the development of
technology platforms that allow users to invest in short-term rental properties, the
financial statements show that the company's only sources of revenue are rental income
and gain on sale of properties; and the company's primary assets—in excess of 90% on
average for the periods presented—are cash and investments in real estate.  Accordingly,
it appears that the company's business is primarily that of acquiring and holding for
investment real estate or interests in real estate, or interests in other issuers whose business
is primarily that of acquiring and holding real estate or interest in real estate for
investment.  Therefore, we continue to be of the view that the company is required to use
Form S-11 pursuant to General Instruction A.

Additionally, we note that currently it appears that you and your subsidiaries, as opposed
to any Syndicate Members, own 100% of the five properties in your portfolio; and that
you and your subsidiaries have generated no revenues through the use and subscription of
your technologies.
11.We note your response to comment 19 and reissue the comment.  Please provide the
disclosure required by Industry Guide 5 or advise.  For example, revise your
compensation disclosure to comply with Item 4 and provide the disclosure required by
Item 8, including prior performance tables.  For guidance, refer to Release No. 33-
6900 (June 17, 1991), Item 7(c) of Part II of Form 1-A, and CF Disclosure Guidance
Topic No. 6.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 July 17, 2023 Page 4
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
July 17, 2023
Page 4
12.We note your response to comment 22.  To the extent the July 29, 2022 offering was
unregistered, please revise Item 15 of Part II to disclose all of the information required by
Item 701 of Regulation S-K.
            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

CORRESP
1
filename1.htm

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

June
28, 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
May 26, 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. 2 (“Amendment
No. 2”) to the above-captioned Registration Statement on Form S-1 of the Company, originally filed with the Commission
on April 18, 2023, as amended on May 26, 2023 (the “Registration Statement”).

Amendment
No. 2 reflects certain revisions to the Registration Statement in response to the comment letter to Mr. Devanur, the Company’s
Chief Executive Officer, dated June 14, 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. 2, 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. 2.

Amendment
No. 1 to Registration Statement on Form S-1 filed May 26, 2023

Cover
Page

1. Please
                                            confirm whether and how you meet Nasdaq’s quantitative listing standards.

Response:
The Company is proposing to list on The Nasdaq Capital Market pursuant to Section IM-5505-1(a)(2) of the Nasdaq Listing Rules, which
requires that the Company has: (i) a valuation that meets the requirements of Nasdaq’s Listing Rules IM-5315-1(e) and (f) evidencing
a price and (ii) market value of listed securities and market value of unrestricted publicly held shares that exceeds 200% of the otherwise
applicable requirement. While the Company meets two of the three quantitative standards for listing on the Nasdaq Capital Market, the
Company intends to satisfy the “Market Value of Listed Securities Standard” set forth in 5505(b)(2) of the Nasdaq Listing
Rules upon effectiveness of the Registration Statement.

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

2. We
                                            note your response to comment 2, including the revisions to your Plan of Distribution. However,
                                            it appears that certain material disclosures were removed from the current amendment, including
                                            the following:

 ● whether
                                            the registered stockholders may sell their shares of common stock covered by the registration
                                            statement at prevailing market prices at any time after the shares of common stock are listed
                                            for trading;

 ● whether
                                            you are party to any arrangement with any registered stockholder or any broker-dealer with
                                            respect to sales of shares of common stock by the registered stockholders; and

 ● whether
                                            you will receive any proceeds from the sale of shares of common stock by the registered stockholders.

Please
revise as appropriate.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 103 of Amendment No. 2 to include that: (i)
the registered stockholders may sell their shares of common stock covered by the Registration Statement at prevailing market prices at
any time after the shares of common stock are listed for trading, (ii) the Company is not party to any arrangement with any registered
stockholders or any broker-dealer with respect to sales of shares of common stock by the registered stockholders, and (iii) the Company
will not receive any of the proceeds from the sale of the securities by the registered stockholders

Recent
Developments, page 2

3. Please
                                            revise your disclosure on page 3 under the heading titled “reAlpha Asset Management
                                            Inc. merges with reAlpha Tech Corp” to identify each of the parent and subsidiary.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on Amendment No. 2 under the heading titled “reAlpha
Asset Management Inc. merges with reAlpha Tech Corp.” on page 3 of Amendment No. 2 to identify each of the parent and subsidiary.

Selected
Risks Associated with Our Business, page 5

4. We
                                            note your response to comment 12. Please add summary 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 under the heading titled “Selected Risks Associated with Our Business”
on page 6 of Amendment No. 2 to include that the Company has incurred net losses of approximately $3.19 million and $3,413 for the years
ended April 30, 2022 and 2021, respectively, and that the Company’s outstanding indebtedness was approximately $1.65 million as
of January 31, 2023.

    2

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

Risk
Factors, page 7

5. We
                                            note your response to comment 12. Please revise your risk factor on page 7, “We have
                                            a history of operating losses...,” to quantify your outstanding indebtedness.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 8 of Amendment No. 2 to include that the Company’s
indebtedness as of January 31, 2023 was $1.65 million in the applicable risk factor.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 44

6. We
                                            note your revised presentation of your results of operations. Please include disclosure regarding
                                            significant changes to each of the expense line items.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 48 to 52 of Amendment No. 2 to include disclosure
regarding significant changes to the expenses line items.

Business,
page 51

7. Please
                                            tell us how the investments in Naamche and Carthagos have been accounted for in your financial
                                            statements.

Response:
The Company intends to account for the acquisition of a minority stake of 25% in each of Naamche Inc. and Carthagos, Inc. as “Investments”
in the Company’s audited financial statements for the year ended April 30, 2023.

Our
Growth Strategy, page 54

8. We
                                            note your response to comment 26. To the extent material, please revise your risk factor
                                            disclosure to highlight any risks associated with your back office support functions being
                                            located outside the United States.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 17 of Amendment No. 2 to include an additional
risk factor highlighting any risks associated with the Company’s back office support functions being located outside the United
States.

Our
Platform and Technologies, page 59

 9. We
                                            note your response to prior comment 8 and that the app will allow Syndicate Members to monitor
                                            the financial metrics and performance of those properties in which they have invested and
                                            that you do not intend to provide such real-time visibility to holders of your common stock.
                                            Please specifically state whether the app will contain additional information that would
                                            not be readily available to investors by reviewing your SEC filings. If there will be additional
                                            information on the app, please provide us with your analysis of why the specific information
                                            on the app is not material and should not be made available to investors who may not want
                                            to use the app.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 2 to provide examples of
the financial metrics and additional information available only to syndicate members who use the Company’s app, which will not
be included in the Company’s SEC filings. The Company notes that this specific information is based on that specific syndicate
member’s investment position in a Syndication LLC, and thus is not pertinent to investors who may not want to use the app or other
investors with different investment positions in the same or other Syndication LLCs, and the Company’s consolidated financial results
will be disclosed to investors through the Company’s SEC filings.

    3

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

10. Please
                                            tell us what specific information will be made available to your Syndicate Members. In addition,
                                            please clarify whether such information and its presentation will be consistent with periodic
                                            updates provided within securities filings with the SEC and meet all the same requirements
                                            related to such filings.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 2 to disclose that the
financial metrics available only to syndicate members through the Company’s app includes: (i) occupancy rates of the property;
(ii) average daily rental rates of the property; and (iii) periodical information, such as gross revenue, total expenses, net revenue,
cash flows, and other non-material information of the specific Syndication LLC the investor has membership interests in. This information
will be available for syndicate members on a quarterly basis, but it will not meet the same requirements as SEC filings, as this will
be individualized information based on the position of the syndicate member’s with the Syndication LLC. For instance, if a syndicate
member owns 20% of the Syndication LLC, the Company’s app will provide quarterly financial metrics, including how much the syndicate
member earned in cash flows based on the 20% owned by that syndicate member during that quarterly period.

11. Please
                                            clarify whether you are currently capable of providing real-time financial metrics and performance
                                            of properties or whether they are still under development. If the latter, provide a timeline
                                            and discussion of the status or stage of development you are in.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 60 of Amendment No. 2 to disclose that the
Company’s technology platform capability of providing quarterly financial metrics and performance of properties is still under
development. The Company expects that such capability will be available in its platform on the fourth quarter of 2023 or later.

Intellectual
Property, page 63

12. We
                                            note your response to comment 35. Please revise your tabular disclosure on page 41 to disclose
                                            the application number and filed date for the provisional patent application filed for reAlpha
                                            BRAIN. Additionally, please disclose the trademark expiration date or expected expiration
                                            date for each of your trademark applications.

Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on pages 45 and 74 of Amendment No. 2 to disclose the application number and filed
date for the provisional patent application filed for reAlpha BRAIN. The Company also revised Amendment No. 2 to note that trademarks
are generally valid and may be renewed indefinitely as long as they are in use and/or the trademark registrations are properly maintained.

    4

    Mitchell
                           Silberberg & Knupp
                           llp

    A
    Law Partnership Including Professional Corporations

Management

Executive
Officers and Directors, page 68

13. We
                                            note your response to comment 38 and partially reissue the comment. Please revise to describe
                                            the business experience during the past five years of Mr. Devanur, including his principal
                                            occupations and employment during the past five years and the name and principal business
                                            of any corporation or other organization in which he carried on such occupations and employment.
                                            In this regard, we note that Mr. Devanur’s experience for the period from January 2018
                                            to March 2021 is not described.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 79 of Amendment No. 2 to disclose Mr. Devanur’s
experience from the period from January 2018 to March 2021.

Executive
Compensation, page 74

14. Please
                                            revise to disclose all of the information required by Item 402 of Regulation S-K, including
                                            compensation awarded to, earned by, or paid to Ms. Currie. Please also revise to clarify,
                                            if true, that the tabular disclosure on page 74 contains information about the compensation
                                            paid to or earned by each of your named executive officers during the years ended April 30,
                                            2023 and April 30, 2022.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 85 of Amendment No. 2 to disclose all of the
information required by Item 402 of Regulation S-K, including all compensation earned by, or paid to, Christine Currie. The Company further
notes that the information about the compensation paid to or earned by each of the Company’s executive officers is for the years
ended April 30, 2023 a

United States securities and exchange commission logo
June 14, 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-1
Filed May 26, 2023
File No. 333-271307
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 May 15, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 26, 2023
Cover Page
1.Please confirm whether and how you meet Nasdaq's quantitative listing standards.
2.We note your response to comment 2, including the revisions to your Plan of
Distribution.  However, it appears that certain material disclosures were removed from the
current amendment, including the following:
•whether the registered stockholders may sell their shares of common stock covered
by the registration statement at prevailing market prices at any time after the shares of
common stock are listed for trading;
•whether you are party to any arrangement with any registered stockholder or any
broker-dealer with respect to sales of shares of common stock by the registered

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 June 14, 2023 Page 2
 FirstName LastNameGiri Devanur
reAlpha Tech Corp.
June 14, 2023
Page 2
stockholders; and
•whether you will receive any proceeds from the sale of shares of common stock by
the registered stockholders.
Please revise as appropriate.
Recent Developments, page 2
3.Please revise your disclosure on page 3 under the heading titled "reAlpha Asset
Management Inc. merges with reAlpha Tech Corp" to identify each of the parent and
subsidiary.
Selected Risks Associated with Our Business, page 5
4.We note your response to comment 12.  Please add summary risk factor disclosure
quantifying your net losses incurred in each of the past two fiscal years and quantify your
accumulated deficit and outstanding indebtedness.
Risk Factors, page 7
5.We note your response to comment 12.  Please revise your risk factor on page 7, "We
have a history of operating losses...," to quantify your outstanding indebtedness.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 44
6.We note your revised presentation of your results of operations.  Please include disclosure
regarding significant changes to each of the expense line items.
Business, page 51
7.Please tell us how the investments in Naamche and Carthagos have been accounted for in
your financial statements.
Our Growth Strategy, page 54
8.We note your response to comment 26.  To the extent material,  please revise your risk
factor disclosure to highlight any risks associated with your back office support functions
being located outside the United States.
Our Platform and Technologies, page 59
9.We note your response to prior comment 8 and that the app will allow Syndicate Members
to monitor the financial metrics and performance of those properties in which they have
invested and that you do not intend to provide such real-time visibility to holders of your
common stock.  Please specifically state whether the app will contain additional
information that would not be readily available to investors by reviewing your SEC
filings.  If there will be additional information on the app, please provide us with your

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 June 14, 2023 Page 3
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
June 14, 2023
Page 3

analysis of why the specific information on the app is not material and should not be made
available to investors who may not want to use the app.
10.Please tell us what specific information will be made available to your Syndicate
Members.  In addition, please clarify whether such information and its presentation will be
consistent with periodic updates provided within securities filings with the SEC and meet
all the same requirements related to such filings.
11.Please clarify whether you are currently capable of providing real-time financial metrics
and performance of properties or whether they are still under development.  If the latter,
provide a timeline and discussion of the status or stage of development you are in.
Intellectual Property, page 63
12.We note your response to comment 35.  Please revise your tabular disclosure on page 41
to disclose the application number and filed date for the provisional patent application
filed for reAlpha BRAIN.  Additionally, please disclose the trademark expiration date or
expected expiration date for each of your trademark applications.
Management
Executive Officers and Directors, page 68
13.We note your response to comment 38 and partially reissue the comment.  Please revise to
describe the business experience during the past five years of Mr. Devanur, including
his principal occupations and employment during the past five years and the name and
principal business of any corporation or other organization in which he carried on such
occupations and employment.  In this regard, we note that Mr. Devanur's experience for
the period from January 2018 to March 2021 is not described.
Executive Compensation, page 74
14.Please revise to disclose all of the information required by Item 402 of Regulation S-K,
including compensation awarded to, earned by, or paid to Ms. Currie.  Please also revise
to clarify, if true, that the tabular disclosure on page 74 contains information about the
compensation paid to or earned by each of your named executive officers during the years
ended April 30, 2023 and April 30, 2022.
Registered Stockholders, page 80
15.Please separately identify each of the natural persons with sole or shared voting or
investment power of the shares held by CH reAlpha Investments LLC and CH reAlpha
Investments II LLC.  Please refer to Item 507 of Regulation S-K and Question 140.02 of
Regulation S-K Compliance & Disclosure Interpretations.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 June 14, 2023 Page 4
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
June 14, 2023
Page 4
Note 3 - Summary of Significant Accounting Policies, page F-8
16.Your response to comment 40 indicates that you have revised the disclosure in Note 3 to
clarify how you intend to account for the property LLCs.  Please clarify where the revised
disclosure appears as we do not see any additional disclosure on this topic in Note 3.
17.We note your revised disclosure in response to comment 41.  Your disclosure remains
unclear.  Please clarify what is meant by "the Company records up to 25% of the gross
revenues from the short-term rental properties towards the management of the properties
acquired".  It appears that you are recording additional revenue for the outsourced
property management services.
General
18.We note that the company’s business is primarily that of acquiring and holding for
investment real estate.  Please file your next amendment on Form S-11 as required by
General Instruction A to Form S-11 and provide the disclosure required by the form.
19.Please provide the disclosure required by Industry Guide 5 or advise.  For example, revise
your compensation disclosure to comply with Item 4 and provide the disclosure required
by Item 8, including prior performance tables.  For guidance, refer to Release No. 33-6900
(June 17, 1991), Item 7(c) of Part II of Form 1-A, and CF Disclosure Guidance Topic No.
6.
20.Please provide us with all promotional material and sales literature, including material that
will be used only by broker-dealers.  In this regard, please note that sales materials must
set forth a balanced presentation of the risks and rewards to investors and should not
contain any information or disclosure that is inconsistent with or not also provided in the
prospectus.
21.We note your response to prior comment 48.  Please revise your Summary and elsewhere
as appropriate to disclose that you will no longer be eligible to conduct Regulation
Crowdfunding offerings after the effectiveness of this registration statement.  See Rule
100(b)(2) of Regulation Crowdfunding.
22.We note your response to comment 49 and partially reissue the comment.  For each
offering, please tell us the facts that make the exemption available.  Additionally, please
revise the second bullet point on page 53 to fully describe the July 29, 2022 exempt
offering.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 June 14, 2023 Page 5
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
June 14, 2023
Page 5
            You may contact William Demarest at 202-551-3432 or Kristi 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

CORRESP
1
filename1.htm

  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.

    2

  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

United States securities and exchange commission logo
May 15, 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-1
Filed April 18, 2023
File No. 333-271307
Dear Giri Devanur:
            We have reviewed your 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.
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.
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.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 May 15, 2023 Page 2
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 2

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.
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.
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 stock holders.  Also, clarify how membership in these programs is acquired and
maintained.
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.
Syndicate Member Exempt Offerings, page 3
7.Please tell us what you mean by a "SEC registered broker-dealer managed process."
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.
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.
Recent Developments, page 8
10.Please disclose the status of your affiliate, reAlpha Realty, LLC, and their broker-dealer
registration.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 May 15, 2023 Page 3
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 3
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.
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.
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.
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.
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.
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

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 May 15, 2023 Page 4
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 4
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.
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.
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.
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.
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.
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.
22.We note on page 47 that the rise in operating expenses for the nine months ended January
31, 2023 is attributable to an increase in depreciation and amortization costs compared to
January 31, 2022.  Please explain why depreciation and amortization costs increased when
you disposed of properties during the period.
23.Given the significance of advertising expense to your consolidated operations for all
periods presented, please elaborate on what is included and whether or not you expect this
level of advertising spend to continue in future periods.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 May 15, 2023 Page 5
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual and Obligations and Commitments, page 50
24.Please revise to provide your contractual and other obligations as of the most recent
practicable date.  Describe the material terms of each mortgage loan, including the interest
rate and maturity date.

Additionally, please reconcile your narrative and tabular disclosure.  More specifically,
we note your statement that "[o]ur contractual obligations as of April 30, 2022 include
existing mortgage loans of the 5 properties currently owned by the Company."  However,
the accompanying table identifies ten properties.
Business
Our Business Model, page 53
25.Please revise to include a diagram of your organizational structure by legal entity.
Additionally, revise to briefly describe the primary functions and operations of each legal
entity and specify which legal entities own rental property(ies).  For example, we note
your disclosure that you expect reAlpha Acquisitions, LLC will maintain management
control of each of the LLCs.
Our Growth Strategy, page 55
26.Please revise to clarify your plans for expansion outside the United States.  In this regard,
we note your disclosure on page 55 that you "may consider expanding to other favorable
global markets."  However, we also note an October 2022 business update on your
website that you have opened international offices in India, Nepal, and Brazil.
27.Please revise to reconcile your disclosure regarding your market selection and investment
methodology.  For example, we note that you have selected the Orlando, Tampa, and Ft.
Lauderdale areas in Florida.  However, we also note that your investment methodology
focuses on finding any "red flags," including areas where natural disasters are extremely
common and damaging.  As another example, we note that you have shifted the focus of
your acquisition strategy to rent-ready homes as a result of current supply chain issues.
However, we also note that your investment criteria includes target properties with a
repair/improvement budget of less than 20% of the home purchase price, which suggests
such target properties may not be rent-ready; and that the five properties you currently
own and operate were renovated.
28.Please revise to describe how your investment decision-making process considers
unknown or contingent liabilities.  In this regard, we note your disclosure elsewhere that
the properties you acquire are vacant at the time of closing and that you may acquire
properties at auction, in short sales, in foreclosure sales, or in bulk/portfolio purchases.

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 May 15, 2023 Page 6
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 6
Our Platform and Technologies, page 59
29.Please revise to clarify the development stage of each of your four technologies.  As
an example only, we note the description of your BnBGPT technology on page 60
that "BnBGPT is a product that simplifies the process of generating personalized and
effective home descriptions," which suggests the app is already operational.  However,
you also describe features that the app "will" offer, which suggests the app is not yet
operational.  As another example, we note the description of your reAlpha Brain
technology on page 63 that "[a]s of April 2023, the reAlpha BRAIN has analyzed over
1,500,000 homes," which suggests the platform is already operational.  However, you also
describe various steps the technology "will" undertake prior to assigning each property a
"reAlpha score," which suggests the platform is not yet operational.

Additionally, to the extent practicable, please specify the expected timeline for when each
of your technologies will be operational.
30.Please revise to describe how Rhove's Syndication Platform and technology complements
your platform and technologies.  In this regard, we note your page 11 statement that
"Rhove's innovative platform will enhance reAlpha's capabilities and enable us to offer a
more seamless and efficient real estate investment experience to our clients."
31.We note your disclosure on page 59 regarding the reAlpha app, including that it "will be a
broker-dealer managed marketplace that our Syndicate Members will be able to utilize
with ease."  Please tell us whether you expect yourself or a third-party to be the broker-
dealer who will manage the app.  Please also tell us what interests you expect will be
available for purchase on the app.  We may have additional comments after we review
your response.
32.We note your disclosure on page 59 regarding the reAlpha HUMINT app.  Please revise
to specify the qualitative property features that impact short-term rental profitability, and
briefly explain the relationship between such factors and short-term rental profitability.
33.We note your disclosure on page 60 regarding the BnBGPT app.  Please revise to define
"GPT."  Additionally, please clarify whether BnBGPT is intended to complement your
other technologies and be used internally, or whether it is intended to be a standalone
product/business line for use by third parties.
Our Industry, page 60
34.Please revise to clarify on which platform(s) you list your short-term rental properties.  In
this regard, we note your disclosure on page 60 that "Airbnb has been chosen as the
platform to market and operate our short-term rental properties," which suggests Airbnb is
the only platform.  However, we note your disclosure elsewhere that you list your
properties on "short-term rental sites" and that your rental revenues include revenues from

 FirstName LastNameGiri Devanur
 Comapany NamereAlpha Tech Corp.
 May 15, 2023 Page 7
 FirstName LastName
Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 7
the rental of properties via Airbnb, Vacasa, and similar digital hospitality platforms.  To
the extent Airbnb is the only platform, please revise your Risk Factors to address any risks
associated with such platform concentration.
Intellectual Property, page 63
35.Please revise to include the following information:
•the material terms to any material license or other rights you hold to your material
intellectual property;
•patent expiration dates and exp

CORRESP
1
filename1.htm

  Molly Z.
                         Brown

                         Attorney at Law

Direct Dial: 216.830.6813

mbrown@brouse.com

August 1, 2022

Attn: Mr. Austin Wood

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:  ReAlpha Asset Management, Inc.

                                                                                Offering Statement on Form 1-A Post-qualification

                                                                                Amendment No. 4 Filed July 29, 2022

                                                                                File No. 024-11523

Dear Mr. Wood:

We represent ReAlpha
Asset Management, Inc. (the “Company”). On behalf of the Company, we hereby request qualification of the above-referenced
offering statement at 2 pm on August 3, or as soon as practicable thereafter.

  Respectfully
submitted,

  /s/ Molly Zinkand Brown

  Molly Zinkand Brown

Cc: Brigitte Lippmann

Akron
| Cleveland | Naples | Toledo | Youngstown | www.brouse.com

600 Superior Ave. East, Suite 1600,
Cleveland, Ohio 44114 | Phone: 216.830.6830

CORRESP
1
filename1.htm

  Molly
                                            Z. Brown

Attorney at Law

Direct Dial: 216.830.6813

mbrown@brouse.com

July 29, 2022

Attn: Mr. Austin Wood

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange
Commission

Washington, D.C. 20549

    Re:
    Realpha Asset Management, Inc.

                                                   Offering Statement on Form
 1-A Post-qualification Amendment No. 3 Filed July 15, 2022

    File No. 024-11523

Dear Mr. Wood:

We represent ReAlpha
Asset Management, Inc. (the “Company”). On behalf of the Company, we submit the following in response to your comments by
letter dated July 27, 2022. For convenience, we have reiterated each of your comments in bold and italics below.

Post
Qualification Amendment No. 3 to Offering Statement on Form 1-A, filed July 15, 2022 Legal Proceedings Massachusetts Consent Order,
page 42

1. We note your response to comment 2. Given that you entered into a consent order neither admitting
nor denying the facts or allegations in the consent order, please revise the third paragraph to identify only acts, practices, and facts
set forth in the consent order.

In response to the learned staff’s
comment, we have made revisions in the “Legal Proceedings” discussion and have filed a copy of our Form 1-A POS herewith.
Should the staff have any questions or comments please do not hesitate to contact me.

    Respectfully submitted,

    /s/ Molly Zinkand Brown

    Molly Zinkand Brown

Akron | Cleveland
| Naples | Toledo | Youngstown | www.brouse.com

600 Superior Ave. East, Suite 1600, Cleveland,
Ohio 44114 | Phone: 216.830.6830

United States securities and exchange commission logo
July 27, 2022
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management, Inc.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management, Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 3
Filed July 15, 2022
File No. 024-11523
Dear Mr. Logozzo:
            We have reviewed your amendment and have the following comment.  In our comment,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this comment, we may have additional comments.
Post Qualification Amendment No. 3 to Offering Statement on Form 1-A, filed July 15, 2022
Legal Proceedings
Massachusetts Consent Order, page 42
1.We note your response to comment 2.  Given that you entered into a consent order neither
admitting nor denying the facts or allegations in the consent order, please revise the third
paragraph to identify only acts, practices, and facts set forth in the consent order.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management, Inc.
 July 27, 2022 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management, Inc.
July 27, 2022
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.
            You may contact Austin Wood at 202-551-5586 or Brigitte Lippmann at 202-551-3713 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Molly Brown, Esq.

CORRESP
1
filename1.htm

    Molly Z. Brown

    Attorney at Law

    Direct Dial: 216.830.6813

    mbrown@brouse.com

July
14, 2022

Attn:
Mr. Austin Wood

Division
of Corporation Finance

Office
of Real Estate & Construction

United
States Securities and Exchange Commission

Washington,
D.C. 20549

 Re: ReAlpha
Asset Management, Inc.

Offering Statement on Form 1-A

Post-qualification Amendment

No. 2 Filed July 5, 2022

File
No. 024-11523

Dear
Mr. Wood:

We
represent ReAlpha Asset Management, Inc. (the “Company”). On behalf of the Company, we submit the following in response to
your comments by letter dated July 11, 2022. For convenience, we have reiterated each of your comments in bold and italics below.

Post-Qualification
Amendment No 2. to Offering Statement on Form 1-A

State
Law Exemption and Purchase Restrictions, page iii

 1. We
note your disclosure that your common stock is not available for purchase by residents of Massachusetts, Maryland, Vermont, and West
Virginia. With a view toward disclosure, please tell us why the offering is not being made in those states.

The
company engaged prior counsel to make all necessary securities filings and relied on those counsel to do so; however, prior counsel did
not make any blue sky filings prior to SEC qualification (or prior to being contacted by the Commonwealth of Massachusetts about the
absence of notice filing). When the blue sky filings were finally made by prior counsel, they still failed to make filings in Vermont
and West Virginia.

Akron | Cleveland
| Naples | Toledo | Youngstown | www.brouse.com

600 Superior Ave. East, Suite 1600, Cleveland, Ohio 44114 | Phone:
216.830.6830

Division of Corporation Finance

Officer of Real Estate & Construction

July 14, 2022

Page 2 of 4

As
of today’s date, no sales have been made in Vermont and West Virginia. We are amending Form 1-A POS to indicate that sales will
be made going forward in Vermont and West Virginia. As to Massachusetts, we refer you to the discussion in the Legal Proceedings section.
As a result of the staff’s comment, we have modified the last paragraph of the disclosure on page iii as follows:

This
Offering is no longer being made in the Commonwealth of Massachusetts. For discussion of the Consent Order dated April 15, 2022,
entered into with the Commonwealth of Massachusetts (the “Consent Order”), please see the discussion in the “Legal
Proceedings”, “Massachusetts Consent Order” section. The State of Maryland, Office of the Attorney General,
Securities Division, is still reviewing the late blue sky filing due to sales made in the fourth quarter of 2021, and the Company
paused sales in Maryland until it has completed its review. For the time being, the Company is not making any offers or sales in
Maryland. The Company is cooperating with the State of Maryland. In the future, the Company reserves the right to reevaluate its
position on sales in Maryland.

 2. Risk
                                            Factors

“We
May Be Required... “, page 9

We
note your response to comment 1. Please revise your risk factor and disclosure under the “Legal Proceedings” section to specifically
identify the acts and/or practices that the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts found
violated the Massachusetts Uniform Securities Act. Further, please affirmatively state whether you paid the $375,000 administrative fine
to the Commonwealth of Massachusetts. If material, state the amount of late fees paid to the states of Mississippi, Missouri and Utah.

We
have modified our discussion in the “Legal Proceeding - Massachusetts Consent Order” to reflect the following:

Massachusetts
Consent Order

We entered into the Consent Order with the Securities Division of the Office of the Secretary of the Commonwealth of
Massachusetts (the “MSD”) following an investigation by the MSD into whether the Company had engaged in acts or practices
that violated the Massachusetts Uniform Securities Act (the “Massachusetts Act”) and the regulations promulgated thereunder
(the “Massachusetts Regulations”). For purposes of settlement, the Company did not admit or deny the findings of fact or
law or allegations contained in the Consent Order. The Consent Order provides that it is not intended to form the basis of any disqualification
under Section 3(a)(39) of the Securities Exchange Act of 1934, or Rules 504(b)(3) and 506(d)(i) of Regulation D, Rule 262(a) of Regulation
A and Rule 503(a) of Regulation CF under the Securities Act of 1933.

Division of Corporation Finance

Officer of Real Estate & Construction

July 14, 2022

Page 3 of 4

Under
the terms of the Consent Order, the Company is censured, barred from offering or selling securities in Massachusetts, and ordered to
cease and desist from committing future violations of the Massachusetts Act and the Massachusetts Regulations. Pursuant to the Consent
Order, the Company paid a $375,000 administrative fine on April 21, 2022 and offered to rescind the purchases of each of the 14 Massachusetts
investors who purchased the Company’s common stock in its Regulation A offering. Those Massachusetts investors paid an aggregate
amount of $19,500 to purchase their shares. Seven of the fourteen Massachusetts investors elected to accept the offer of rescission and
the Company has fully refunded a total of $11,500 to such investors. The Company has fully complied with the terms of the Consent Order.

The
Company engaged prior counsel to make all necessary securities filings and relied on those counsel to do so; however, prior counsel did
not make any blue sky filings before MSD contacted the Company. When MSD initiated its investigation that firm continued to advise the
company on negotiation strategy with MSD, and in fact conducted all of the negotiations. It was the Company’s understanding that
settling with MSD on the basis set forth in the Consent Order would finally and fully eliminate any further regulatory issues, avoid
a lengthy and costly battle to establish the facts, and allow the Company to move forward with its offering.

During
the course of the MSD investigation, the Company believed (and continues to believe) that certain additional facts negated the allegations
or mitigated the materiality of the allegations the MSD was advancing. MSD alleged in the Consent Order that the Company initially
failed to disclose an ongoing “criminal” proceeding in India against the Company’s CEO that involves allegations
of fraud and forgery, despite the facts that the action is not “criminal” in the context that term is used in US jurisprudence
since the proceeding is a dispute solely among individuals, was brought by an individual, that no government prosecutor has brought charges
or made any allegations against Mr. Devanur, and that there has been no judgment entered. MSD further alleged that the Company posted
sample stock images of properties on its website, along with corresponding property “scores,” purchase dates, and addresses,
despite not actually owning these properties. However, these postings were solely for the purpose of testing the functionality of certain
technology, prior to the offering and before the Company made any sales of stock. The stock images were mock-ups, designed to demonstrate
the functionality of a technology application owned by the parent company to score properties utilizing proprietary algorithms and artificial
intelligence. The Company’s offering circular fully disclosed at all times the real property actually owned by the Company. When
these mock-ups were created, the Company did own properties, but those properties were undergoing renovations and as a result were not
suitable to test the technology function at that time. MSD also alleged that the Company failed to disclose a potential conflict of interest
in connection with the Company’s real estate acquisitions. It is the Company’s position that there was no potential or actual
conflict of interest, but it elected to disclose the underlying facts in a post-qualification filing. MSD further alleged that the Company
failed to notice file with the MSD and to submit a consent to service of process before marketing and selling shares to investors in
the Commonwealth of Massachusetts.

Division of Corporation Finance

Officer of Real Estate & Construction

July 14, 2022

Page 4 of 4

A
copy of the Consent Order was filed with our Form 1-U on April 15, 2022, as Exhibit 6.5 thereto, and is an Exhibit 99.1 hereto. For additional
information on the Consent Order, we refer you to Exhibit 99.1. As of the date of this filing, we have sold $4.468 million of shares
to investors other than our parent company, and $500,000 to our parent company, for aggregate sales of $4.968 million.

We
have also updated the language in “Risk Factors” in the following risk factor captioned ” We may be required
to offer rescission to purchasers of common stock.” We refer you to a copy of Form 1-A POS Amendment No. 3 filed at
the same time as this letter.

 3. We
                                            note your statement that “[a]s of the date of this filing, we sold approximately $4.468
                                            million from sources other than our parent company.” Please clarify this statement.

Based
upon the staff’s comment, we have revised the statement referenced in comment 3. Please refer to our response to comment 2.

Legal
Proceedings

Ohio
Subpoena, page 42

 4. Please
                                            disclose the stated basis for the subpoena and the requested deposition from the Ohio Division
                                            of Securities.

The
following language has been added to the response on page [ ] in the paragraph on under the “Ohio Subpoena”:

The
stated basis for the use of enforcement powers by the Division for the subpoena and an in person appearance is Ohio Revised Code 1707.23.
The Ohio Division of Securities has not asserted any written allegations. The Company is fully cooperating with the Ohio Division of
Securities.

    Respectfully submitted,

    /s/ Molly Zinkand Brown

    Molly Zinkand Brown

United States securities and exchange commission logo
July 11, 2022
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management, Inc.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management, Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 2
Filed July 5, 2022
File No. 024-11523
Dear Mr. Logozzo:
             We have reviewed your amendment 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.  References to prior comments refer to comments in our letter dated June 21, 2022.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No 2. to Offering Statement on Form 1-A
State Law Exemption and Purchase Restrictions, page iii
1.We note your disclosure that your common stock is not available for purchase by residents
of Massachusetts, Maryland, Vermont, and West Virginia.  With a view toward
disclosure, please tell us why the offering is not being made in those states.
Risk Factors
"We May Be Required... ", page 9
2.We note your response to comment 1.  Please revise your risk factor and disclosure under
the “Legal Proceedings” section to specifically identify the acts and/or practices that the
Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts
found violated the Massachusetts Uniform Securities Act.  Further, please affirmatively

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management, Inc.
 July 11, 2022 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management, Inc.
July 11, 2022
Page 2
state whether you paid the $375,000 administrative fine to the Commonwealth of
Massachusetts.  If material, state the amount of late fees paid to the states of Mississippi,
Missouri and Utah.
3.We note your statement that “[a]s of the date of this filing, we sold approximately $4.468
million from sources other than our parent company.”  Please clarify this statement.
Legal Proceedings
Ohio Subpoena, page 42
4.Please disclose the stated basis for the subpoena and the requested deposition from the
Ohio Division of Securities.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.
            You may contact Austin Wood at 202-551-5586 or Brigitte Lippmann at 202-551-3713 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Molly Brown, Esq.

CORRESP
1
filename1.htm

  Molly Z. Brown

Attorney at Law

Direct Dial: 216.830.6813

mbrown@brouse.com

June 29, 2022

Attn: Mr. Austin Wood

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

Washington, D.C. 20549

 Re: ReAlpha Asset Management, Inc.

Offering Statement on Form
1-A

Post-qualification Amendment
No. 1

Filed May 31, 2022

File No. 024-11523

Dear Mr. Wood:

We serve as counsel
to Realpha Asset Management, Inc. (the “Company”). On behalf of the Company, we submit the following in response to your comments
by letter, dated June 21, 2022. For convenience, we have reiterated each of your comments in bold and italics below.

Post Qualification Amendment
to Offering Statement on Form 1-A Legal Proceedings

Massachusetts Consent Order,
page 41

 1. Please revise your disclosure to include a description of the acts or practices
that Massachusetts found violated the Massachusetts Uniform Securities Act and disclose whether you are in compliance with the consent
order. Also include risk factor disclosure regarding the rescission and monetary damages you were required to pay from the Massachusetts
consent order and any potential damages that you may be required to pay in the future for acts that may violate other state securities
laws.

Concurrent with the filing
of this letter, we filed an Offering Statement on Form 1-A POS, amendment no. 2. Included in Part II, Legal Proceedings is the following
updated discussion of the Massachusetts Consent Order. We have excerpted it below:

Akron | Cleveland
| Naples | Toledo | Youngstown | www.brouse.com

600 Superior Ave. East, Suite 1600, Cleveland, Ohio 44114 | Phone:
216.830.6830

    Division of Corporation Finance

Securities and Exchange Commission

June 29, 2022

Page 2 of 4

Massachusetts Consent Order

We entered into a Consent Order
(the “Order”) on April 15, 2022, with the Securities Division of the Office of the Secretary of the Commonwealth of
Massachusetts (the “MSD”) following an investigation by the MSD into whether ReAlpha engaged in acts or practices that
violated the Massachusetts Uniform Securities Act (the “Massachusetts Act”) and the regulations promulgated thereunder
(the “Massachusetts Regulations”). ReAlpha did not admit or deny any of the findings of fact or law or allegations
contained in the Order and the Order provides that it is not intended to form the basis of any disqualification under Section
3(a)(39) of the Securities Exchange Act of 1934, or Rules 504(b)(3) and 506(d)(i) of Regulation D, Rule 262(a) of Regulation A and
Rule 503(a) of Regulation CF under the Securities Act of 1933.

Under the terms of the Order, ReAlpha
is censured, barred from offering or selling securities in Massachusetts, and ordered to cease and desist from committing future violations
of the Massachusetts Act and the Massachusetts Regulations. The Order also required ReAlpha to pay a $375,000 administrative fine and
to make a rescission offer to each of the 14 Massachusetts investors who purchased ReAlpha common stock in its Regulation A offering.
Those Massachusetts investors paid an aggregate amount of $19,500 to purchase their shares. ReAlpha has complied with the Order; seven
of the fourteen Massachusetts investors elected rescission and ReAlpha has fully refunded such investors a total of $11,500. A copy of
the Massachusetts Division of Securities Consent Order was filed with our Form 1-U on April 15, 2022 as Exhibit 6.5 thereto, and is an
Exhibit 99.1 hereto. For information on the acts, which are summarized by the Commonwealth of Massachusetts in the Consent Order, we refer
you to Exhibit 99.1. ReAlpha did not admit or deny any of the findings of fact or law summarized in the Consent Order.

Additionally, we have updated language in the
Part II, Legal Proceedings, “Ohio Subpoena” to provide as follows:

At this time, we do not have sufficient
information to be able determine whether we will have to pay any damages in the future for acts that may violate Ohio or any other state
securities laws. Accordingly, we are unable to estimate the reasonably possible loss or range of reasonably possible loss arising from
these investigations.

Additionally, we have updated the Part II, Risk
Factor disclosure under the heading “We may be required to offer rescission to purchasers of common stock." For your convenience
we have excerpted it below:

We
may be required to offer rescission to purchasers of common stock.

Prior to the
qualification of our Offering Statement by the Securities and Exchange Commission, certain required notices under state law and related
filing fees were not timely made due to an error made in connection with preparation of such notices and related filings. During this
period, our website included a reference to our Regulation A offering and provided viewers with the opportunity to join a waitlist. No
sales were made prior to our qualification by the SEC. If our website during the qualification period were to be determined by securities
regulators to not have satisfied Regulation A or state securities laws with regard to securities offers before qualification, this would
have adverse consequences for us.

    Division of Corporation Finance

Securities and Exchange Commission

June 29, 2022

Page 3 of 4

To
comply with the terms of a Consent Order we entered into with the Securities Division of the Office of the Secretary of the Commonwealth
of Massachusetts (see “OUR BUSINESS – Legal Proceedings” on page 41), we were obligated to pay a $375,000
fine and make a rescission offer to the fourteen Massachusetts investors that have purchased our shares in this Offering. This offer
of rescission was made on April 29, 2022. The parties receiving the notice had until May 29, 2022, to respond and accept the rescission
offer. Seven of the fourteen investors elected to accept the rescission offer, and the Company fully refunded such investors in compliance
with the Consent Order, representing $11,500 in aggregate refunds for the $19,500 sales to investors in Massachusetts. This offer was
made intrastate in Massachusetts pursuant to an order providing for how it was to be carried out, to the 14 investors from Massachusetts.
The offer was subject to an exemption pursuant to Section 4(a)(2) of the Securities Act, as amended. For additional information about
the terms of the Consent Order, see Exhibit 99.1.

Should other
states take regulatory actions, we could be required to make additional rescission offers due to the late filing of notice and/or could
be required to pay additional fees or fines. As a result of these regulatory matters, we are subject to increased litigation risk and
could have class actions or derivative suits filed against us, which could impact our ability to effectuate our business plan and the
value of our common stock. As of the date of this filing, we sold approximately $4.468 million from sources other than our parent company.
We are working to cooperate with securities regulators and endeavor to ensure compliance going forward.

The JOBS Act
did provide for federal preemption, but it did provide the states with a right to receive a notice filing and a fee. The various states
interpret the limits placed upon them due to federal preemption differently, in the absence of fraud. Federal preemption, however, does
not prohibit the states from regulating fraud against investors.

Tennessee,
for example, sent the Company a warning letter for the late filing, but indicated at this time it was not taking any further action. A
number of states, such as Connecticut, Florida, New Jersey, North Carolina, Georgia, Alabama, Hawaii, Kansas and Alaska have no filing
requirement for the federal covered security that the common stock constitutes, and so no notice violation with respect to those jurisdictions
is presented. Additionally, certain states, namely, Mississippi, Missouri, Utah, have late filing fees and we have complied with that
requirement and received no further correspondence from them to date. At this time, we do not have sufficient information to reasonably
estimate a range of possible loss for any acts that we could be required to pay damages for. Furthermore, we do not have sufficient information
to know if any other consequences could occur.

    Division of Corporation Finance

Securities and Exchange Commission

June 29, 2022

Page 4 of 4

 2. We note your disclosure that to comply with the terms of the consent
order you were obligated to make a rescission offer to 14 Massachusetts investors that purchased your shares in the
offering and that these investors had until May 29, 2022 to respond and accept the rescission offer. Please describe the status of the
rescission offer and the amount paid in connection with the offer. Also disclose the section of the Securities Act or the rule of the
Commission under which exemption from registration was claimed and state briefly the facts relied upon to make the exemption available
for the rescission offer. If the rescission offer was conducted under an exemption from registration, please also provide appropriate
disclosure as required by Item 6 of Part I of Form 1-A.

Concurrent with
the filing herewith, we filed an update to our filing and updated our disclosure. Specifically, we updated the risk factor section for
the risk factor “We may be required to offer rescission to purchasers of common stock,” which is referenced in the discussion
above to add the following language:

Seven of the
fourteen investors elected to accept the rescission offer, and the Company fully refunded such investors in compliance with the Consent
Order, representing $11,500 in aggregate refunds for the $19,500 sales to investors in Massachusetts. This offer was made intrastate in
Massachusetts pursuant to an order providing for how it was to be carried out, to the 14 investors from Massachusetts. The offer was subject
to an exemption pursuant to Section 4(a)(2) of the Securities Act, as amended. For additional information about the terms of the Consent
Order, see Exhibit 99.

Additionally, the
following sentence was added in Part II, Legal Proceedings under the heading “Massachusetts Consent Order”:

ReAlpha has
complied with the Order; seven of the fourteen Massachusetts investors elected rescission and ReAlpha has fully refunded such investors
a total of $11,500.

We also updated
Item 6 of Part I of Form 1-A to reflect that the rescission offer was exempt under Section 4(a)(2) due to the limited number of investors
involved and the limited scope of the investors that the offer was made too.

General

 3. Please file an updated auditor consent dated within 30 days of the filing as an exhibit.

Concurrent with the filing
herewith, the Company filed Post-Qualification Amendment No. 2 to the Form 1-A POS which, includes a revised consent to reflect the correct
reporting date and period covered for the fiscal year ended April 30, 2021.

Should you have any
questions please do not hesitate to contact me at 216-830-6813.

  Sincerely,

  /s/ Molly Z. Brown

  Molly Z. Brown

 cc: Bridgette Lippmann

United States securities and exchange commission logo
June 21, 2022
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management, Inc.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management, Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed May 31, 2022
File No. 024-11523
Dear Mr. Logozzo:
             We have reviewed your amendment 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Post Qualification Amendment to Offering Statement on Form 1-A
Legal Proceedings
Massachusetts Consent Order, page 41
1.Please revise your disclosure to include a description of the acts or practices that
Massachusetts found violated the Massachusetts Uniform Securities Act and disclose
whether you are in compliance with the consent order.  Also include risk factor disclosure
regarding the rescission and monetary damages you were required to pay from the
Massachusetts consent order and any potential damages that you may be required to pay
in the future for acts that may violate other state securities laws.
2.We note your disclosure that to comply with the terms of the consent order you
were obligated to make a rescission offer to 14 Massachusetts investors that purchased
your shares in the offering and that these investors had until May 29, 2022 to respond and

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management, Inc.
 June 21, 2022 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management, Inc.
June 21, 2022
Page 2
accept the rescission offer.  Please describe the status of the rescission offer and the
amount paid in connection with the offer.  Also disclose the section of the Securities Act
or the rule of the Commission under which exemption from registration was claimed and
state briefly the facts relied upon to make the exemption available for the rescission
offer.  If the rescission offer was conducted under an exemption from registration, please
also provide appropriate disclosure as required by Item 6 of Part I of Form 1-A.
General
3.Please file an updated auditor consent dated within 30 days of the filing as an exhibit.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.
            You may contact Austin Wood at 202-551-5586 or Brigitte Lippmann at 202-551-3713 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Molly Brown, Esq.

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September 17, 2021

Mr. James Lopez

Division of Corporate Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

Washington DC 20549

    Re:
    ReAlpha Asset Management, Inc.

    Amendment No. 5 to Offering Statement on Form 1-A

    Filed September 13, 2021

    File No. 024-11523

Dear Mr. Lopez,

On behalf of ReAlpha Asset Management, Inc., I
hereby request qualification of the above-referenced offering statement at 4:00PM Eastern Time, on September 21, 2021, or as soon thereafter
as practicable.

    Sincerely,

    /s/ Mike Logozzo

    Mike Logozzo

    Chief Financial Officer

    ReAlpha Asset Management, Inc.

cc:  Brian North

Buchanan Ingersoll & Rooney PC

CORRESP
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ReAlpha Asset Management Inc.

6515 Longshore Loop, Suite 100

Columbus, OH 43017

September 13, 2021

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    ReAlpha Asset Management Inc.

    Amendment No. 4 to Offering Statement on Form 1-A

    Filed August 31, 2021

    File No. 024-11523

Ladies and Gentlemen:

We hereby submit the responses
of ReAlpha Asset Management Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated September 9, 2021, providing the Staff’s
comments with respect to Amendment No. 4 to the Company’s Offering Statement on Form 1-A. Concurrently with the filing of this response
letter, we have filed an amendment to the Offering Statement (the “Offering Statement Amendment No. 5”), and the Offering
Statement Amendment No. 5 incorporates our changes as indicated below made in response to the Staff’s comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

General

1. We note your amended and restated certificate
of incorporation filed as Exhibit 2.1 and the exclusive forum provision in Article VIII. Please revise your offering circular to describe
the exclusive forum provision, including the risks and impacts to investors as well as the uncertainty regarding enforceability, and
clarify whether such provision applies to actions relating to the Securities Act of 1933 and the Exchange Act of 1934.

We have added a risk factor on page 9
of the Offering Circular and a description of the exclusive forum provision on page 44 of the Offering Circular, both of which describe
the provision, including the risks and impacts to investors as well as the uncertainty regarding enforceability. Both the risk factor
and the discussion indicate that the exclusive forum provision does not apply to actions under the Securities Act of 1933 or the Securities
Exchange Act of 1934.

2. We note the subscription agreement
filed as Exhibit 4.1 and the provisions in Section 11 relating to the exclusive forum and waiver of jury trial provisions. Please
revise your offering circular to describe these provisions, including the risks and impacts to investors as well as the uncertainty
regarding enforceability, and clarify in the offering circular and the subscription agreement whether such provisions apply to
actions relating to the Securities Act of 1933 and the Exchange Act of 1934.

We have revised the form of subscription
agreement to eliminate the exclusive forum and waiver of jury trial provisions. The revised form of subscription agreement has been filed
as Exhibit 4.1 to the Offering Statement.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at 614-633-7155.

    Sincerely,

    ReAlpha Asset Management Inc.

    By:
    /s/ Mike Logozzo

    Mike Logozzo

    Chief Financial Officer

United States securities and exchange commission logo
September 9, 2021
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management Inc
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management Inc
Amendment No. 4 to
Offering Statement on Form 1-A
Filed August 31, 2021
File No. 024-11523
Dear Mr. Logozzo:
            We have reviewed your amended offering 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 offering 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 offering 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 24, 2021 letter.
Amendment No. 4 to Offering Statement on Form 1-A filed August 31, 2021
General
1.We note your amended and restated certificate of incorporation filed as Exhibit 2.1 and
the exclusive forum provision in Article VIII.  Please revise your offering circular to
describe the exclusive forum provision, including the risks and impacts to investors as
well as the uncertainty regarding enforceability, and clarify whether such provision
applies to actions relating to the Securities Act of 1933 and the Exchange Act of 1934.
2.We note the subscription agreement filed as Exhibit 4.1 and the provisions in Section 11
relating to the exclusive forum and waiver of jury trial provisions.  Please revise your

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management Inc
 September 9, 2021 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management Inc
September 9, 2021
Page 2
offering circular to describe these provisions, including the risks and impacts to investors
as well as the uncertainty regarding enforceability, and clarify in the offering circular and
the subscription agreement whether such provisions apply to actions relating to the
Securities Act of 1933 and the Exchange Act of 1934.
            You may contact Babette Cooper at 202-551-3396 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jennifer Gowetski at 202-551-3401 or James Lopez at 202-551-
3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giri Devanur

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September 3, 2021

Ms. Jennifer Gowetski

Division of Corporate Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

Washington DC 20549

    Re:
    ReAlpha Asset Management, Inc.

    Amendment No. 4 to Offering Statement on Form 1-A

    Filed August 30, 2021

    File No. 024-11523

Dear Ms. Gowetski,

On behalf of ReAlpha Asset Management, Inc., I
hereby withdraw the previous filed request for qualification of the above-referenced offering statement.

    Sincerely,

    /s/ Mike Logozzo

    Mike Logozzo

    Chief Financial Officer

    ReAlpha Asset Management, Inc.

cc:  Brian North

Buchanan Ingersoll & Rooney PC

CORRESP
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August 27, 2021

Ms. Jennifer Gowetski

Division of Corporate Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

Washington DC 20549

    Re:
    ReAlpha Asset Management, Inc.

    Amendment No. 4 to Offering Statement on Form 1-A

    Filed August 30, 2021

    File No. 024-11523

Dear Ms. Gowetski,

On behalf of ReAlpha Asset Management, Inc., I
hereby request qualification of the above-referenced offering statement at 9:30AM Eastern Time, on September 3, 2021, or as soon thereafter
as practicable.

    Sincerely,

    /s/ Mike Logozzo

    Mike Logozzo

    Chief Financial Officer

    ReAlpha Asset Management, Inc.

cc:  Brian North

Buchanan Ingersoll & Rooney PC

United States securities and exchange commission logo
August 24, 2021
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management Inc
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management Inc
Amendment No. 3 to
Offering Statement on Form 1-A
Filed August 11, 2021
File No. 024-11523
Dear Mr. Logozzo:
            We have reviewed your amended offering statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering 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 offering 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 August 3, 2021 letter.
Amendment No. 3 to Offering Statement on Form 1-A filed August 11, 2021
General
1.We note your response to comment 1, and we disagree with your analysis as to whether
funds from this offering should be aggregated with funds from any Regulation A offerings
of membership interests by the Property LLCs; however, we have no further comments at
this time. Please note that we may have further comments in the future.

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management Inc
 August 24, 2021 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management Inc
August 24, 2021
Page 2
            You may contact Babette Cooper at 202-551-3396 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jonathan Burr at 202-551-5833 or Jennifer Gowetski at 202-551-
3401 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giri Devanur

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ReAlpha Asset Management Inc.

6515 Longshore Loop, Suite 100

Columbus, OH 43017

August 10, 2021

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Jonathan Burr

 Re: ReAlpha Asset Management Inc.

  Amendment No. 2 to Offering Statement on Form 1-A

  Filed July 13, 2021

  File No. 024-11523

Dear Mr. Burr,

We hereby submit the responses
of ReAlpha Asset Management Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated August 3, 2021, providing the Staff’s
comments with respect to the Company’s offering statement on Amendment No. 2 to Offering Statement on Form 1-A. Concurrently with
the filing of this response letter, we have filed an amendment to the Offering Statement (the “Offering Statement Amendment No.
3”), and the Offering Statement Amendment No. 3 incorporates our changes as indicated below made in response to the Staff’s
comments.

For the convenience of the
Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.

General

1. We note your responses to comments 1 and
2. Please provide us a more detailed analysis explaining how you intend to comply with Regulation CF. In addition, please tell us more
specifically how you intend to comply with the requirements for funding portals in light of your plan to integrate your M3
Platform with the broker-dealer’s own Regulation CF compliant platform.

As described in the Offering Circular
filed with Amendment No. 2 to the Offering Statement, a new limited liability company will be formed for each property or group of related
properties that are ready to be listed on short-term rental sites (the “Property LLCs”). After the completion of the offering
of our common stock covered by the pending Offering Statement, membership interests representing a minority interest in those limited
liability company subsidiaries would be offered for sale to potential purchasers.

After our recent conversation with the
Staff, we have decided that our M3 Platform will not be used in the process for offering membership interests in the Property
LLCs. The use of M3 Platform will be limited to providing purchasers who have purchased membership interests and become Syndicate
Members with a means of accessing the performance of their investment in the Property LLCs.

We have accordingly revised the Offering
Circular to describe this limited use of the M3 Platform.

With respect to your general question
about how the offering of minority interests in the Property LLCs would comply with Regulation Crowdfunding in the event that registration
exemption is used in the future, please note the following:

Eligibility

Each Property LLC would be eligible
to use Regulation Crowdfunding.

As is the case with the existing Property
LLCs, each of the additional Property LLCs would be organized under the law of state within the United States. The Property LLCs would
not be investment companies as defined in Section 3 of the Investment Company Act because they would not be engaged in the business of
investing, reinvesting, or in securities; they would simply own real estate. None of the parties associated with ReAlpha Asset Management,
Inc. are disqualified under Rule 503 of Regulation Crowdfunding and care would be taken to make sure that is the case with all parties
associated with the Property LLCs and the offering of their membership interests. None of the Property LLCs will have sold securities
in reliance upon Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”), at the time they first
offer their membership interests for sale and those affiliated Property LLCs who have completed an offering under Regulation Crowdfunding
will have filed the ongoing annual reports required by Regulation Crowdfunding.

Use of Intermediary

The Regulation Crowdfunding offering
would be conducted exclusively through the platform of a single qualified intermediary. As noted above, our M3 Portal would
not be used in the offering.

Amounts Sold

The aggregate purchase price of all
of the membership interests in the Property LLCs sold would be aggregated and limited to $5 million in any 12 month period. If the offerings
of membership interests in the Property LLCs under Regulation Crowdfunding commence no sooner than 30 days after the termination of this
Regulation A offering, this Regulation A offering and the Regulation Crowdfunding offering would not be integrated based on the safe harbor
provided by Rule 152.

The amount sold to any single purchaser
that is not an accredited investor would be limited to the amounts set forth in Rule 100(a)(2).

Disclosure

Each Property LLC offering membership
interest would file with the Securities and Exchange Commission (the “SEC”) and provide its chosen intermediary with a Form
C before commencing an offering under Regulation Crowdfunding.

Publicity

Each Property LLC would limit its advertising,
if any, in connection with the offering to the statements permitted by Rule 204.

Based on these considerations, we believe
that Regulation Crowdfunding would be available for the offering of membership interests in the Property LLCs, should that exemption be
chosen for the offering to Syndicate Members. In addition, we have had conversations with Dalmore Group, a registered broker-dealer about
the use of its Regulation CF platform to further confirm our belief.

We also believe that Regulation A would be available
to each Property LLC for the offering of its membership interests to Syndicate Members.

Eligibility

Each Property LLC would be eligible
to use Regulation A.

As noted above, each Property LLC has
been, and each future Property LLC will be, organized under the laws of a State within the United States and would not be an investment
company. No Property LLC will have been subject to an order under Section 12(j) of the Securities Exchange Act of 1934, as amended, or
be disqualified under Rule 262. At the time a Property LLC would file an Offering Statement under Regulation A, it would not have been
subject to the reporting requirements of Rule 257 and ReAlpha Asset Management, Inc. would have filed all reports it was required to file
under Rule 257.

    2

Amounts Offered

If a Property LLC elected to use Regulation
A to offer its membership interests to potential purchasers, the amount offered by it would take into account the gross proceeds received
by other Property LLCs within the prior 12 months for purposes of Rule 251(a). We do not believe that sales of our common stock under
the pending Offering Statement should be integrated with the offering of membership interests by the Property LLCs. They are not part
of a single plan of financing; they involve different classes of securities; the issuers are different; and the proceeds we are raising
under Regulation A are to be used for purposes in addition to the acquisition of property.

Disclosure

Each Property LLC would file an Offering
Statement on Form 1-A with the SEC for its qualification.

Based on these considerations, we believe
that Regulation A would also be available for the offering of membership interests in the Property LLCs, should that exemption be chosen
for the offering to Syndicate Members.

Financial Statements

Note 1: Nature of Operations, page F-8

2. Please tell us if your parent company or
an affiliate has purchased any additional properties subsequent to your inception, on your behalf. We refer you to Rule 8-06 of Regulation
S-X.

ReAlpha Asset Management Inc wholly-owned
subsidiaries have purchased the following four properties since our initial offering statement.

1. 5241 North West 5th Street Miami,
FL 33126

2. 746 Greenland Way Grand Prairie,
TX 75050

3. 3121 Fieldview Dr Garland, TX 75044

4. 1822 Rosewood St Dallas, TX 75050

The above-mentioned properties are single-family
residences that were purchased by ReAlpha Asset Management Inc wholly-owned subsidiaries from the sellers as vacant properties. These
properties did not have any revenue generating income. Hence, we will not be able to provide any historical financial information for
these properties until we complete the renovation and onboarding on Airbnb for revenue generation.

Please note the property purchase information
for these properties have been added to the offering statement amendment.

Note 5: Cash and Restricted Cash, page F-12

3. We note your disclosure stating that restricted
cash can represent a cash deposit or funds in escrow, for properties being acquired. Please tell us if you have any probable property
acquisitions. Refer to Rule 8-06 of Regulation S-X.

Restricted cash refers to the
funds held by our lending partner “LendingOne”. These funds are approved towards renovation of properties and will be
released to us only after partial or full completion of renovation. They do not pertain to acquisitions other than those declared in
our offering.

We do not have any further probable
property acquisitions.

    3

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at 614-633-7155.

    Sincerely,

    ReAlpha Asset Management Inc.

    By:
    /s/ Mike Logozzo

    Mike Logozzo

    Chief Financial Officer

4

United States securities and exchange commission logo
August 3, 2021
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management Inc
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management Inc
Amendment No. 2 to
Offering Statement on Form 1-A
Filed July 13, 2021
File No. 024-11523
Dear Mr. Logozzo:
            We have reviewed your amended offering 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 offering 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 offering 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 July 6, 2021 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed July 13, 2021
General
1.We note your responses to comments 1 and 2.  Please provide us a more detailed analysis
explaining how you intend to comply with Regulation CF.  In addition, please tell us more
specifically how you intend to comply with the requirements for funding portals in light of
your plan to integrate your M3 Platform with the broker-dealer’s own Regulation CF
compliant platform.

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management Inc
 August 3, 2021 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management Inc
August 3, 2021
Page 2
Financial Statements
Note 1: Nature of Operations, page F-8
2.Please tell us if your parent company or an affiliate has purchased any additional
properties subsequent to your inception, on your behalf.  We refer you to Rule 8-06 of
Regulation S-X.
Note 5: Cash and Restricted Cash, page F-12
3.We note your disclosure stating that restricted cash can represent a cash deposit or funds
in escrow, for properties being acquired.  Please tell us if you have any probable property
acquisitions.  Refer to Rule 8-06 of Regulation S-X.
            You may contact Babette Cooper at 202-551-3396 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jonathan Burr at 202-551-5833 or Jennifer Gowetski at 202-551-3401
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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ReAlpha Asset Management Inc.

6515 Longshore Loop, Suite 100

Columbus, OH 43017

July 12, 2021

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Jonathan Burr

Re: ReAlpha Asset Management Inc.

  Amendment No. 1 to Offering Statement on Form 1-A

  Filed June 9, 2021

  File No. 024-11523

Dear Mr. Burr,

We hereby submit the responses
of ReAlpha Asset Management Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated July 6, 2021, providing the Staff’s
comments with respect to the Company’s Amendment No. 1 to Offering Statement on Form 1-A. Concurrently with the filing of this response
letter, we have filed an amendment to the Offering Statement (the “Offering Statement Amendment No. 2”), and the Offering
Statement Amendment No. 2 incorporates our changes as indicated below made in response to the Staff’s comments.

For the convenience of the Staff,
each of the Staff’s comments is included and is followed by the corresponding response of the Company.

General

1. We note that you intend to provide an opportunity
for retail investors to become Syndicate Members through subsequent exempt offerings. Please tell us what exemption(s) you intend to rely
on the facts that make the exemption available. We may have further comment.

Response:

The Company will rely upon the available
exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules
of the Commission promulgated thereunder.

As the Company will hold its properties
in individual limited liability companies, the Company plans to have offerings made to potential Syndicate Members of minority membership
interests in those limited liability companies (the “Property LLCs”) or in limited liability companies owning a group of those
Property LLCs.

Our current plan is to having the offering
of such interests through a registered broker-dealer using the exemption provided by Regulation CF. Regulation CF would be available to
the issuers of such interests because they would not be ineligible to use Regulation CF under the criteria set forth in Rule 100(b) of
Regulation CF.

We plan to use Regulation CF because it
will further our goal of providing greater access to wealth creation through real estate. However, other available exemptions from the
registration requirements of the Securities Act may be employed as future circumstances require, including the exemptions providing by
Regulation A and Rule 506(c).

2. We note your disclosure on page 35 that the
ReAlpha M3 TM Platform is a digital marketplace, which is a web-based and mobile accessible investment platform for your Syndicate Members,
and the platform will give Syndicate Members real-time visibility into their property asset portfolio and performance as well as allowing
the Syndicate Member to decide to join in an ownership of a ReAlpha property through the platform itself. Please tell us in more detail
how this platform will function, including the specific information that will be available to potential investors, a description of the
interests that may be purchased on the platform, how a potential investor will access the platform, and whether the platform is currently
operational. We may have further comment.

Response:

The M3
Platform will be a digital marketplace which is a web-based and mobile accessible investment platform for our Syndicate Members.
As noted above, our current plan is to have the minority interests in the Property LLCs, or limited liability companies holding groups
of the Property LLCs, offered through a registered broker-dealer using Regulation CF. This will, of necessity, require the integration
of the M3 Platform with the broker-dealer’s own Regulation CF compliant Platform.

The platform will fetch the property listing
data as well as data on short-term rental market trends from multiple third party API providers and will display the consolidated data
for a particular property in an easily accessible format.

Users will then be able to purchase partial
ownership of a property through a payment system that is integrated within the platform and, for so long as Regulation CF is being used
to offer the interests, the registered broker-dealer’s own Platform. Once a syndicate member secures the ownership of interests
in a Property LLC, the syndicate member will be able to monitor the property's performance in the short-term rental market by observing
the up-to-date data on the property's rental income and occupancy rate.

The platform will provide a holistic view
of available properties to the potential investors so that they can make informed decisions before committing to invest. These include:

 · Details on the property structure like the number of beds, baths, parking spaces, etc.

 · Interior and exterior photos of the property and the walk score of its neighborhood

 · the most recent sale price for the property, and other property related information.

For so long as the interests are offered
using Regulation CF, potential syndicate members will access this information by accessing our broker-dealer’s Regulation CF compliant
platform.

The platform is currently under development
and is not fully operational, yet. The app is scheduled to be fully functional by Q4 of 2021.

We have added an additional description
of the M3 Platform on page 35  of Offering Statement Amendment No. 2.

Financial Statements

Note 1: Nature of Operations, page F-8

3. We note your disclosure that the company’s
major shareholder, ReAlpha Tech Corp, purchased part of your investment in real estate prior to inception. Please tell us if these properties
had a rental history or any renovations during the time of previous ownership as well as prior to ownership by ReAlpha Tech Corp. In addition,
please tell us whether ReAlpha Tech Corp or an affiliate has purchased any additional properties on your behalf and your probability of
acquiring them in the future.

Response:

Prior history of properties under
ReAlpha Tech Corp:

 · Only one property was rented out starting March 21, 2021.

 · Only one property was renovated.

Neither ReAlpha Tech Corp nor any affiliate
purchased any property other than those listed in the Offering Circular prior to inception of ReAlpha Asset Management Inc.

In the future, all properties will be acquired
by ReAlpha Acquisitions, LLC, a wholly owned subsidiary of the Company.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at 614-633-7155.

    Sincerely,

    ReAlpha Asset Management Inc.

    By:
    /s/ Mike Logozzo

    Mike Logozzo

                                                                   Chief Financial Officer

United States securities and exchange commission logo
July 6, 2021
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management Inc
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management Inc
Amendment No. 1 to
Offering Statement on Form 1-A
Filed June 9, 2021
File No. 024-11523
Dear Mr. Logozzo:
            We have reviewed your amended offering 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 offering 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 offering 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 May 17, 2021 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed June 9, 2021
General
1.We note that you intend to provide an opportunity for retail investors to become Syndicate
Members through subsequent exempt offerings.  Please tell us what exemption(s) you
intend to rely on and the facts that make the exemption available.  We may have further
comment.
2.We note your disclosure on page 35 that the ReAlpha M3 TM Platform is a digital
marketplace, which is a web-based and mobile accessible investment platform for your
Syndicate Members, and the platform will give Syndicate Members real-time visibility

 FirstName LastNameMike Logozzo
 Comapany NameReAlpha Asset Management Inc
 July 6, 2021 Page 2
 FirstName LastName
Mike Logozzo
ReAlpha Asset Management Inc
July 6, 2021
Page 2
into their property asset portfolio and performance as well as allowing the Syndicate
Member to decide to join in an ownership of a ReAlpha property through the platform
itself.  Please tell us in more detail how this platform will function, including the specific
information that will be available to potential investors, a description of the interests that
may be purchased on the platform, how a potential investor will access the platform, and
whether the platform is currently operational.  We may have further comment.
Financial Statements
Note 1: Nature of Operations, page F-8
3.We note your disclosure that the company’s major shareholder, ReAlpha Tech Corp,
purchased part of your investment in real estate prior to inception. Please tell us if these
properties had a rental history or any renovations during the time of previous ownership as
well as prior to ownership by ReAlpha Tech Corp. In addition, please tell us whether
ReAlpha Tech Corp or an affiliate has purchased any additional properties on your behalf
and your probability of acquiring them in the future.
            You may contact Babette Cooper at 202-551-3396 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters.  Please contact Jonathan Burr at 202-551-5833 or Jennifer Gowetski at 202-551-3401
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
May 17, 2021
Mike Logozzo
Chief Financial Officer
ReAlpha Asset Management Inc
6515 Longshore Loop, Suite 100
Dublin, OH 43017
Re:ReAlpha Asset Management Inc
Offering Statement on Form 1-A
Filed May 7, 2021
File No. 024-11523
Dear Mr. Logozzo:
            Our initial review of your offering statement indicates that it fails in numerous material
respects to comply with the requirements of Regulation A and Form 1-A.  More specifically,
your filing omits Item 14, Securities Being Offered.  Additionally, it is unclear how your
business structure and processes are designed, including the Syndicate Member and Referral
Program, and the formation of Property LLCs.  Finally, based on the description of your
structure it is unclear what financial statements are required for contributed properties and how
you have met those financial statement requirements.
            We will provide more detailed comments relating to your offering statement following
our review of a substantive amendment that addresses these deficiencies.
            Please contact Jonathan Burr at 202-551-5833 with any questions.

Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction