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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

Date
March 28, 2025
Author
Samantha Carter
Form
CORRESP
Company
SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389)

Letter

Re:

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

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

Show Raw Text
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