Correspondence 0001213900-24-059721 from Wheeler Real Estate Investment Trust, Inc. (WHLR)

Wheeler Real Estate Investment Trust, Inc.
Date: July 8, 2024 · CIK: 0001527541 · Accession: 0001213900-24-059721

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File numbers found in text: 333-280643

Date

July 8, 2024

Author

Ross Barr

Form

CORRESP

Company

Wheeler Real Estate Investment Trust, Inc.

Letter

Division of Corporation Finance Washington, D.C. 20549 Attn: Catherine De Lorenzo Office of Real Estate & Construction Re: Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust, Inc.’s Registration Statement on Form S-11 (File No. 333-280643) initially filed on July 1, 2024.

Dear Ms. De Lorenzo:

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-11 (File No. 333-280643) (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on July 9, 2024 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.

Very truly yours,
WHEELER REAL ESTATE INVESTMENT TRUST, INC.

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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

July 8, 2024

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Catherine De Lorenzo

    Office of Real Estate & Construction

    Re:
    Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust, Inc.’s Registration Statement on Form S-11 (File No. 333-280643) initially filed on July 1, 2024.

Dear Ms. De Lorenzo:

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-11 (File No. 333-280643) (the “Registration Statement”) be accelerated so that the
Registration Statement will become effective on July 9, 2024 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.

    Very truly yours,

    WHEELER REAL ESTATE INVESTMENT TRUST, INC.

    By:
    /s/ Ross Barr

    Ross Barr, General Counsel

    cc:
    Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP

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