SecProbe.io

CORRESP
1
filename1.htm

May
8, 2024

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

Washington
DC 20549

  Re:

  Strawberry
  Fields REIT, Inc., Form 10-K for the fiscal year ended

  December
  31, 2023, Form 8-K Filed April 4, 2024, File Nos. 001-41628

To
Whom It May Concern:

We
are writing in response to your letter dated April 26, 2024, requesting information concerning Strawberry Fields REIT, Inc.’s (the
“Company”) filings. We have addressed those requests below.

Form
10-K for the fiscal year ended December 31, 2023, Item 9A. Controls and Procedures

Management’s
Annual Report on Internal Control Over Financial Reporting, page 47

 1. We
                                            note your disclosure that Management’s Report on Internal Controls Over Financial Reporting
                                            has been omitted due to the transition period established by the rules of the SEC for newly
                                            public companies. Please explain to us how you determined you were eligible for this exemption
                                            or revise your filing accordingly.

RESPONSE:
Today, the Company filed a Form 10-K/A including Management’s Report on Internal Controls Over Financial Reporting.

Form
8-K Filed April 4, 2024, Exhibit 99.1, page 5

 2. We
                                            note that within the Investor presentation dated April 4, 2024, you have referenced several
                                            non-GAAP measures, including Adjusted EBITDA, Net debt and EBITDARM, which are not reconciled
                                            to the most comparable measure calculated in accordance with GAAP. In future disclosures
                                            or releases of material information that includes a non-GAAP financial measure, include a
                                            quantitative reconciliation of the differences between the non-GAAP financial measure disclosed
                                            or released with the most comparable financial measure or measures calculated and presented
                                            in accordance with GAAP. Refer to Regulation G.

RESPONSE:
The Company will provide such reconcilements for any non-GAAP measures used in any future presentations, releases, and filings.

    Sincerely,

    IGLER
    | PEARLMAN, P.A.

    /s/
    Richard Pearlman

    Richard
    Pearlman

    850.878.2411
                                            Telephone

    2457
    Care Drive Suite 203

    850.878.1230
    Facsimile

    Tallahassee,
    Florida 32308