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Correspondence 0001193125-23-041614 from Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)

Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Date: Feb. 17, 2023 · CIK: 0001939433 · Accession: 0001193125-23-041614

AI Filing Summary & Sentiment

File numbers found in text: 333-269416

Date
February 17, 2023
Author
/s/ Benjamin Wells
Form
CORRESP
Company
Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Benjamin Holt Securities and Exchange Commission Division of Corporation Finance Attention: Benjamin Holt Re: Acceleration Request for Cohen & Steers Income Opportunities REIT, Inc. Registration Statement on Form S-11 (File No. 333-269416)

Re:

Dear Ladies and Gentlemen:

Cohen & Steers Income Opportunities REIT, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern Time, on February 21, 2023, or as soon as practicable thereafter.

The Registrant hereby authorizes Benjamin Wells and Ryan Bekkerus of Simpson Thacher & Bartlett LLP to orally modify or withdraw this request for acceleration.

We request that we be notified of such effectiveness by telephone call to Benjamin Wells at (212) 455-2516 or Ryan Bekkerus at (212) 455-2293.

[Signature Page Follows]

Very truly yours,
COHEN & STEERS INCOME OPPORTUNITIES REIT, INC.

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 VIA EDGAR

February 17, 2023

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt

Re:

Acceleration Request for Cohen & Steers Income Opportunities REIT, Inc.

Registration Statement on Form S-11 (File No. 333-269416)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the request of our client, Cohen & Steers Income
Opportunities REIT, Inc., that effectiveness of the above-referenced Registration Statement on Form S-11 be accelerated to 4:00 p.m., Eastern Time, on February 21, 2023, or as soon as practicable
thereafter.

 Please do not hesitate to call me at (212) 455-2516 or Ryan Bekkerus at (212)
455-2293 with any questions.

Sincerely,

/s/ Benjamin Wells

Benjamin Wells

cc:
 U.S. Securities and Exchange Commission

Jeffrey Gabor

 Jeffrey Lewis

Kristina Marrone

Cohen & Steers Income Opportunities REIT, Inc.

Francis C. Poli

 Terri Liftin

 Jeffrey Pike

 Cohen & Steers Income Opportunities REIT, Inc.

280 Park Avenue

 New
York, New York 10017

 February 17, 2023

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Benjamin Holt

Re:

Acceleration Request for Cohen & Steers Income Opportunities REIT, Inc.

Registration Statement on Form S-11 (File No. 333-269416)

 Dear Ladies and Gentlemen:

Cohen & Steers Income Opportunities REIT, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as
amended, hereby requests that the effective date of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) be accelerated so that the Registration Statement may
become effective at 4:00 p.m., Eastern Time, on February 21, 2023, or as soon as practicable thereafter.

 The Registrant hereby
authorizes Benjamin Wells and Ryan Bekkerus of Simpson Thacher & Bartlett LLP to orally modify or withdraw this request for acceleration.

We request that we be notified of such effectiveness by telephone call to Benjamin Wells at (212)
455-2516 or Ryan Bekkerus at (212) 455-2293.

 [Signature
Page Follows]

Very truly yours,

COHEN & STEERS INCOME OPPORTUNITIES REIT, INC.

By:

/s/ James S. Corl

Name: James S. Corl

Title:   Chief Executive Officer & Chief Investment Officer