Correspondence 0001213900-22-073949 from Wheeler Real Estate Investment Trust, Inc. (WHLR)
Wheeler Real Estate Investment Trust, Inc.
Date: Nov. 18, 2022 · CIK: 0001527541 · Accession: 0001213900-22-073949
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File numbers found in text: 333-268080
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CORRESP
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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