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.
 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,
FirstName  LastNameGiri  page 8
                            Devanur
Comapany
10.         NamereAlpha
       Please  disclose the Tech
                            statusCorp.
                                   of your affiliate, reAlpha Realty, LLC, and
their broker-dealer
May 15,registration.
         2023 Page 2
FirstName LastName
 Giri Devanur
FirstName  LastNameGiri Devanur
reAlpha Tech  Corp.
Comapany
May        NamereAlpha Tech Corp.
     15, 2023
May 15,
Page 3 2023 Page 3
FirstName LastName
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
 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.
FirstName LastNameGiri Devanur
23.    Given the significance of advertising expense to your consolidated
operations for all
Comapany    NamereAlpha
       periods             Tech Corp.
                presented, please elaborate on what is included and whether or
not you expect this
       level of advertising
May 15, 2023 Page 4         spend  to continue in future periods.
FirstName LastName
 Giri Devanur
FirstName  LastNameGiri Devanur
reAlpha Tech  Corp.
Comapany
May        NamereAlpha Tech Corp.
     15, 2023
May 15,
Page 5 2023 Page 5
FirstName LastName
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.
 Giri Devanur
FirstName  LastNameGiri Devanur
reAlpha Tech  Corp.
Comapany
May        NamereAlpha Tech Corp.
     15, 2023
May 15,
Page 6 2023 Page 6
FirstName LastName
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
 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 expected expiration dates for pending
patent applications,
             and if applicable, any steps that you are taking to pursue
regulatory means to extend
             any of your patents; and
             identification of all applicable jurisdictions where patents are
granted
             or patent applications are pending.
Legal Proceedings, page 66

36.      Please revise to reconcile your description of the India proceeding
involving Mr.
         Devanur. In this regard, we note that on page 66 you state that "MSD
alleged in the
         Consent Order that the Company initially failed to disclose an ongoing
         'criminal' proceeding taking place in India against the Company's
CEO...." However, on
         page 67 you state that "a summons for a criminal proceeding was issued
to, among others,
         Mr. Devanur in 2018." It is unclear whether you intend to distinguish
between a
         "criminal" proceeding and a criminal proceeding.
37.      Please revise to reconcile your statements on page 67 that "[a]s of
today, no charges have
         been brought against Mr. Devanur" and "[b]ased on the Petition filed
by Giri Devanur in
         2019, the High Court of Karnataka has stayed the entire trial before
the Magistrate Court."
         It is unclear how the matter would have proceeded to trial if no
charges had been brought.
         Further, revise to specify the term of the stay and whether it may be
appealed by the
         complainant and/or the prosecuting authority.
Management
Executive Officers and Directors, page 68

38.    Please revise to provide all of the information required by Item 401 of
Regulation S-K.
       For example, describe the business experience during the past five years
of each executive
       officer and director, including their principal occupations and
employment during the past
       five years and the name and principal business of any corporation or
other organization in
FirstName LastNameGiri Devanur
       which they carried on such occupations and employment. Additionally, for
each director,
Comapany    NamereAlpha
       briefly             Tech Corp.
               discuss the specific experience, qualifications, attributes or
skills that led to the
May 15,conclusion
         2023 Pagethat
                    7 the person should serve as a director.
FirstName LastName
 Giri Devanur
FirstName  LastNameGiri Devanur
reAlpha Tech  Corp.
Comapany
May        NamereAlpha Tech Corp.
     15, 2023
May 15,
Page 8 2023 Page 8
FirstName LastName
Involvement in Certain Legal Proceedings, page 70

39.      Please revise to reconcile your disclosure regarding legal
proceedings. In this regard, we
         note that on page 67 you state that "a summons for a criminal
proceeding was issued to,
         among others, Mr. Devanur in 2018" and "[b]ased on the Petition filed
by Giri Devanur in
         2019, the High Court of Karnataka has stayed the entire trial before
the Magistrate
         Court." However, on page 70 you state that none of your directors or
executive officers
         has, during the past ten years, been subject to a pending criminal
proceeding.
Note 3 - Summary of Significant Accounting Policies, page F-8

40.      We note from your disclosure under Syndicate Member Exempt Offerings
within the
         Business section of this filing, that you expect that reAlpha
Acquisitions, LLC will
         maintain management control of each of the property level LLCs; and
that you expect
         Syndicate Members to collectively buy up to 100% of each property LLC.
Please clarify
         how you intend to account for the property LLCs.
41.      We note that the Company records up to 25% of the gross revenues from
the short-term
         rental properties towards the management of the properties acquired
and that ReAlpha
         charges up to 20% of the gross revenue towards the up-keep,
maintenance, upgrade, and
         related operating cost. Please explain in more detail how these
revenues are recorded in
         your consolidated statements of operations.
Note 10: Subsequent Events, page F-14

42.      Please disclose the fair value of the consideration transferred in the
Rhove acquisition and
         all applicable disclosures required by ASC 805-10-50-2.
Condensed Consolidated Statements of Operations, page F-16

43.      Please present the gain on sale of real estate investments in a
discrete line item.
Condensed Consolidated Statements of Changes in Stockholder's Equity (Deficit),
page F-17

44.      Please revise the row headings on the left of the statement to reflect
the correct periods
         presented.
Exhibits

45.      Please file as exhibits the promissory notes payable to CH REAlpha
Investments, LLC,
         and CH REAlpha Investments II, LLC, respectively.
46.      Please revise the consent filed as Exhibit 23.1 to include the
signature of your independent
         auditor.
 Giri Devanur
FirstName  LastNameGiri Devanur
reAlpha Tech  Corp.
Comapany
May        NamereAlpha Tech Corp.
     15, 2023
May 15,
Page 9 2023 Page 9
FirstName LastName
General

47.      We note that you are registering for resale up to 41,666,554 shares of
common stock and
         that your chief executive officer, chief financial officer, and
certain of your other directors
         are among the selling stockholders. Given the amount of shares being
offered relative to
         the number of shares outstanding held by non-affiliates and the nature
of the selling
         stockholders, it appears that this may be an indirect primary offering
by the company and
         that the selling stockholders may actually be underwriters selling on
behalf of the
         company. Please provide us with a detailed legal analysis as to why
the offering by the
         selling stockholders should properly be regarded as a secondary
offering. Refer to
         Securities Act Rules Compliance and Disclosure Interpretation 612.09.
48.      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.
49.      We note that you started to offer securities to syndicate members
under Section 4(a)(6) of
         the Securities Act, or directly by the issuer under Section 4(a)(2) of
the Securities Act
         and/or Regulation D. For each offering, please tell us what
exemption(s) you relied
         on and the facts that make the exemption available.
50.      Please revise throughout your prospectus to more clearly distinguish
between the resale
         offering of your common stock and any past, current, or anticipated
offerings of securities,
         exempt or otherwise, by you or your subsidiaries. For example, revise
to clarify, if true,
         that purchasers of your common stock in the resale offering are not
purchasing an interest
         in specific underlying rental property(ies); nor, by virtue of their
purchase in the resale
         offering, will they become Syndicate Members. In this regard, we note
your disclosure on
         pages 3 and 55 that "[d]uring 2023, we started to offer securities to
Syndicate Members
         via a SEC registered broker-dealer managed process under Section
4(a)(6) of the
         Securities Act, or directly by the issuer under Section 4(a)(2) of the
Securities Act and/or
         Regulation D, where only accredited investors are involved." We also
note that it appears
         you continue to offer the common stock of reAlpha 612 Jasmine Lane
Inc. on your
         website pursuant to Regulation Crowdfunding.
51.      Please provide us with copies of all written communications, as
defined in Rule 405 under
         the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
         potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
         retain copies of the communications.
        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.
 Giri Devanur
reAlpha Tech Corp.
May 15, 2023
Page 10

       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,
FirstName LastNameGiri Devanur
                                                           Division of
Corporation Finance
Comapany NamereAlpha Tech Corp.
                                                           Office of Real
Estate & Construction
May 15, 2023 Page 10
cc:       Blake Baron
FirstName LastName