SEC Comment Letter 0000000000-22-013657 to Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Date: Dec. 19, 2022 · CIK: 0001939433 · Accession: 0000000000-22-013657
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 19, 2022 James S. Corl Chief Executive Officer Cohen & Steers Income Opportunities REIT, Inc. 280 Park Avenue New York, NY 10017 Re:Cohen & Steers Income Opportunities REIT, Inc. Amendment No. 2 to Draft Registration Statement on Form S-11 Submitted November 29, 2022 CIK No. 0001939433 Dear James S. Corl: We have reviewed your amended draft registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this comment and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form S-11 submitted November 29, 2022 General 1.We note your amended disclosure regarding the private offering of Class P shares. Please confirm the following and include revised disclosure under appropriate captions in your prospectus:
•which Cohen & Steers entities will participate in the private offering; •when the private offering will terminate in relation to the commencement of the registered offering; and •the factors you will consider in determining the offering price for the Class P shares.
FirstName LastNameJames S. Corl Comapany NameCohen & Steers Income Opportunities REIT, Inc. December 19, 2022 Page 2 FirstName LastName James S. Corl Cohen & Steers Income Opportunities REIT, Inc. December 19, 2022 Page 2 You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Benjamin Wells, Esq.
Show Raw Text
United States securities and exchange commission logo
December 19, 2022
James S. Corl
Chief Executive Officer
Cohen & Steers Income Opportunities REIT, Inc.
280 Park Avenue
New York, NY 10017
Re:Cohen & Steers Income Opportunities REIT, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-11
Submitted November 29, 2022
CIK No. 0001939433
Dear James S. Corl:
We have reviewed your amended draft registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-11 submitted November 29, 2022
General
1.We note your amended disclosure regarding the private offering of Class P shares. Please
confirm the following and include revised disclosure under appropriate captions in your
prospectus:
•which Cohen & Steers entities will participate in the private offering;
•when the private offering will terminate in relation to the commencement of the
registered offering; and
•the factors you will consider in determining the offering price for the Class P shares.
FirstName LastNameJames S. Corl
Comapany NameCohen & Steers Income Opportunities REIT, Inc.
December 19, 2022 Page 2
FirstName LastName
James S. Corl
Cohen & Steers Income Opportunities REIT, Inc.
December 19, 2022
Page 2
You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Benjamin Wells, Esq.