SEC Comment Letter 0000000000-23-001373 to Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Date: Feb. 9, 2023 · CIK: 0001939433 · Accession: 0000000000-23-001373
AI Filing Summary & Sentiment
File numbers found in text: 333-269416
Letter
United States securities and exchange commission logo February 9, 2023 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. Registration Statement on Form S-11 Filed January 25, 2023 File No. 333-269416 Dear James S. Corl: We have reviewed your 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-11 filed January 25, 2023 Exhibits 1.Please revise the legal opinion filed as Exhibit 5.1. The opinion should not assume material facts underlying the opinion. In this regard, we note that the opinion assumes that upon issuance, the total number of shares issued and outstanding will not exceed the total number of shares the company is then authorized to issue. However, this assumption goes to whether the shares will be validly issued. See Item II.B.3.a. of Staff Legal Bulletin No. 19. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameJames S. Corl Comapany NameCohen & Steers Income Opportunities REIT, Inc. February 9, 2023 Page 2 FirstName LastName James S. Corl Cohen & Steers Income Opportunities REIT, Inc. February 9, 2023 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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.
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United States securities and exchange commission logo
February 9, 2023
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.
Registration Statement on Form S-11
Filed January 25, 2023
File No. 333-269416
Dear James S. Corl:
We have reviewed your 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-11 filed January 25, 2023
Exhibits
1.Please revise the legal opinion filed as Exhibit 5.1. The opinion should not assume
material facts underlying the opinion. In this regard, we note that the opinion assumes
that upon issuance, the total number of shares issued and outstanding will not exceed the
total number of shares the company is then authorized to issue. However, this assumption
goes to whether the shares will be validly issued. See Item II.B.3.a. of Staff Legal
Bulletin No. 19.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameJames S. Corl
Comapany NameCohen & Steers Income Opportunities REIT, Inc.
February 9, 2023 Page 2
FirstName LastName
James S. Corl
Cohen & Steers Income Opportunities REIT, Inc.
February 9, 2023
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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.