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
 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,
FirstName LastNameMike Logozzo
                                                             Division of
Corporation Finance
Comapany NameReAlpha Asset Management, Inc.
                                                             Office of Real
Estate & Construction
June 21, 2022 Page 2
cc:       Molly Brown, Esq.
FirstName LastName