Reliance Global Group Inc (RELI)

[QaB2i]

December 4, 2020

United States Securities and
Exchange Commission
Washington, D.C. 20549

Re: Reliance Global Group, Inc.
Registration Statement on Form S-1 Filed October 8, 2020
File No. 333-249381

To whom it may concern:

We have the following responses to your comments and have updated the above referenced S-1 as appropriate as an Amendment No. 1 thereto. Your comments are repeated below with our responses below each comment.

Form S-1, Filed October 8, 2020

As part of our growth and acquisition strategy, we are currently in negotiations with several non-affiliated parties and expect to complete a number of material insurance asset transactions throughout the course of 2020. As of December 31, 2019, we have acquired six insurance agencies, including both affiliated and unaffiliated companies. In addition to the acquisition of UIS Agency, LLC in August 2020, an unaffiliated niche transportation insurance agency we are in the process of continuing our investments in NSure Inc. As of October 8, 2020, our total investment in Nsure, Inc., a digital insurance agency, amounted to $1.350 million. Reliance Holdings has committed to fund the Company for at least the next 12 months in the event that the capital raise is not successful. Additionally, we are in the process of closing on an acquisition that will make the Company cash positive. Specifically, the target agency reports over 145 affiliated offices in approximately 40 states nationwide. In addition, they have established relationships with over 120 well-known local and national carriers. The target agency has experienced steady organic growth and is generating over $150 million in recurring annual premiums. In addition, the audited financials for the company reflect over $2.5 million in net income in 2019, and we anticipate the transaction will be immediately accretive to our earnings. Moreover, the combination of this target acquisition with the cash flow of our existing portfolio, should ensure very strong, positive cash flow of the combined entities going forward.

Comment 6:

We note that you are in the process of an acquisition. Please expand your disclosure to identify the acquisition target and the nature of its business or advise. Please also describe briefly the terms of the transaction and how you intend to finance it. Please remove the statement that this closing will make the Company “cash positive” as the financial statement information for that company has not been disclosed, as well as the other financial information for the company to be acquired, such as net income, or
advise.

At this juncture, the Company has a nonbinding LOI and based upon the status of its due diligence, it is not likely reasonably likely that this acquisition will be consummated in the near future, so this disclosure has been removed.

https://sec.report/Document/0001493152-20-022971/