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November 9, 2022
Crystal Plum
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Schedule TO/13E-3 filed on November 1, 2022
File No. 005-88329
Registration Statement on Form S-4 filed on November 1, 2022
File No. 333-268080
Dear Crystal Plum:
            We have reviewed your filings 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I/13E-3 and Registration Statement on Form S-4 November 1, 2022
Cautionary Note Regarding Forward-Looking Statements, page 1
1.Disclosure in this section states "... we disclaim any obligation to update any forward-
looking statements to reflect events or circumstances that occur after the date of this
Prospectus/Consent Solicitation."  We remind the registrant of its obligation under
Exchange Act Rule 13e-3(d)(2) and (e)(2).  Please revise accordingly.
Special Factors - Determination of Fairness of the Exchange Offer by the Company, page 60
2.Disclosure on page 60 states that "[t]he Board of Directors...did not undertake an
independent evaluation of the fairness of the Exchange Offer or the Proposed
Amendments to the unaffiliated shareholders...fully considered and reviewed the terms,
purpose, effects, disadvantages and the alternatives to the Exchange Offer and the
Proposed Amendments, and determined (acting by unanimous vote) that the Exchange

 FirstName LastNameCrystal Plum
 Comapany NameWheeler Real Estate Investment Trust, Inc.
 November 9, 2022 Page 2
 FirstName LastNameCrystal Plum
Wheeler Real Estate Investment Trust, Inc.
November 9, 2022
Page 2
Offer and the Proposed Amendments are fair to the Series D Preferred Holders."  Please
provide the statement described in Item 1014(a) of Regulation M-A regarding whether the
registrant reasonably believes that the Rule 13e-3 transaction is fair or unfair to
unaffiliated security holders of Series D Preferred Stock.  Refer to Item 8 of Schedule
13E-3.  In responding to this comment, please note the disclosure on page 119 indicating
that M. Andrew Franklin, the registrant's Chief Executive Officers and President and
Joseph D. Stilwell, an Independent Director, are holders of Series D Preferred
Stock.  Please note that the staff considers officers and directors of the registrant to be
affiliates when considering whether such reference is sufficiently specific to satisfy Item
1014(a) of Regulation M-A.  Please refer to the definition of  "affiliate" in Exchange Act
Rule 13e-3(a)(1).
3.The factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally
relevant to a filing person's fairness determination and should be discussed in reasonable
detail. See Questions Nos. 20 and 21 of Exchange Act Release No. 34-17719 (April
13, 1981). Please revise this section to include the factors in clauses (ii) through (viii) of
Instruction 2 to Item 1014 or explain why such factors were not deemed material or
relevant to the Board's fairness determination. If the procedural safeguard in Item 1014(c)
was not considered, please explain why the Board believes that the Rule 13e-3 transaction
is fair in the absence of such safeguard. We acknowledge the disclosure on the top of page
63 that the Exchange Offer and Consent Solicitation is conditioned on holders of at least
66 2/3% of the outstanding shares of Series D Preferred Stock validly tendering into the
Exchange Offer and consenting to the Proposed Amendments in connection with the
related Consent Solicitation.  However, such condition does not address the factor
described in Item 1014(c) given that two affiliates are current holders of Series D
Preferred Stock.  Please refer to our comment above regarding the definition of "affiliate"
in Exchange Act Rule 13e-3(a)(1).
Selected Historical and Unaudited Pro Forma Financial Information, page 111
4.Notwithstanding the heading of this section, only unaudited pro forma financial
information is provided.  Please revise or advise.  In addition, please provide the
information described in Item 1010(a)(4) of Regulation M-A.  Refer to Item 10 of
Schedule TO and Item 13 of Schedule 13E-3.
General
5.We note that the quarterly report for the period ending September 30, 2022 was filed on
Form 10-Q on November 8, 2022.  Please confirm the Schedule TO/13E-3 and Form S-4
will be updated to reflect this filing.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Perry Hindin at (202) 551-3444.

 FirstName LastNameCrystal Plum
 Comapany NameWheeler Real Estate Investment Trust, Inc.
 November 9, 2022 Page 3
 FirstName LastName
Crystal Plum
Wheeler Real Estate Investment Trust, Inc.
November 9, 2022
Page 3
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions