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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
 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.



FirstName LastNameMike Logozzo                                   Sincerely,
Comapany NameReAlpha Asset Management Inc
                                                                 Division of
Corporation Finance
July 6, 2021 Page 2                                              Office of Real
Estate & Construction
FirstName LastName
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