Correspondence 0001213900-26-029135 from Wheeler Real Estate Investment Trust, Inc. (WHLR)
Wheeler Real Estate Investment Trust, Inc.
Date: March 17, 2026 · CIK: 0001527541 · Accession: 0001213900-26-029135
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File numbers found in text: 333-294263
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CORRESP 1 filename1.htm WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088 March 17, 2026 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Benjamin Holt 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. 333-294263) filed on March 12, 2026. Dear Mr. Holt: 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. 333-294263) (the " Registration Statement ") be accelerated so that the Registration Statement will become effective on March 20, 2026 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/ Patrick Gundlach Patrick Gundlach Chief Accounting Officer cc: Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP