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CORRESP Filing

Wheeler Real Estate Investment Trust, Inc.
Date: June 17, 2025 · CIK: 0001527541 · Accession: 0001213900-25-054974

Offering / Registration Process

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File numbers found in text: 333-287930

Date
June 17, 2025
Author
Crystal Plum
Form
CORRESP
Company
Wheeler Real Estate Investment Trust, Inc.

Letter

Division of Corporation Finance Washington, D.C. 20549 Attn: Stacie Gorman, Esq. 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. 333-287930) filed on June 10, 2025.

Dear Ms. Gorman:

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. 333-287930) (the " Registration Statement ") be accelerated so that the Registration Statement will become effective on June 20, 2025 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

 June 17, 2025

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Stacie Gorman, Esq.

 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. 333-287930) filed on June 10, 2025.

 Dear Ms. Gorman:

 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. 333-287930) (the " Registration Statement ") be accelerated so that the
Registration Statement will become effective on June 20, 2025 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/ Crystal Plum

 Crystal Plum
 Chief Financial Officer

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