Correspondence 0001193125-25-067042 from SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389) (STSFF)
SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389)
Date: March 28, 2025 · CIK: 0001585389 · Accession: 0001193125-25-067042
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File numbers found in text: 333-264449
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CORRESP 1 filename1.htm CORRESP March 28, 2025 Via EDGAR Office of Real Estate & Construction U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3233 Attention: Ruairi Regan Re: SmartStop Self Storage REIT, Inc. Registration Statement on Form S-11, as amended File No. 333-264449 Acceleration Request Requested Date: April 1, 2025 Requested Time: 4:00 P.M. Eastern Time Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of SmartStop Self Storage REIT, Inc. (the “Company”) that the effective date of the Company’s Registration Statement on Form S-11 (File No. 333-264449), as amended, be accelerated to April 1, 2025 at 4:00 p.m. Eastern Time or as soon thereafter as practicable. The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act: (i) Dates of distribution: March 24, 2025 through the date hereof. (ii) Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure the adequate distribution of the preliminary prospectus. (iii) We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [SIGNATURE PAGE FOLLOWS] Very truly yours, J.P. Morgan Securities LLC Wells Fargo Securities, LLC KeyBanc Capital Markets Inc. BMO Capital Markets Corp. Truist Securities, Inc. As Representatives of the Underwriters J.P. Morgan Securities LLC By: /s/ Samantha Carter Name: Samantha Carter Title: Vice President Wells Fargo Securities, LLC By: /s/ Rohit Mehta Name: Rohit Mehta Title: Managing Director KeyBanc Capital Markets Inc. By: /s/ Jaryd Banach Name: Jaryd Banach Title: Managing Director, Head of REGAL ECM BMO Capital Markets Corp. By: /s/ Eric Benedict Name: Eric Benedict Title: Co-Head, Global Equity Capital Markets Truist Securities, Inc. By: /s/ West Riggs Name: West Riggs Title: Managing Director