WHEELER REAL ESTATE INVESTMENT TRUST, INC.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452
(757) 627-9088
November 18, 2022
Via EDGAR
Office of Mergers and Acquisitions
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Perry Hindin |
Office of Mergers and Acquisitions |
Re: | Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust, Inc.’s Registration Statement on Form S-4 (File No. 333-268080) initially filed on November 1, 2022, as amended by Amendment No. 1 thereto filed on November 18, 2022 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Wheeler Real Estate Investment Trust, Inc. hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-268080) (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on November 21, 2022 at 9:00 a.m., Eastern time, or as soon thereafter as practicable.
Please call Daniel P. Raglan of Cadwalader, Wickersham & Taft LLP at (212) 504-6790 if you have any questions regarding this request, and please notify him when this request for acceleration has been granted.
[Signature on following page]
Very truly yours, | ||
WHEELER REAL ESTATE INVESTMENT TRUST, INC. | ||
By: | /s/ Crystal Plum | |
Crystal Plum | ||
Chief Financial Officer |
cc: | Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP |