SEC Company Response from Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433) — Jan 29, 2026
Cohen & Steers Income Opportunities REIT, Inc. (CIK 0001939433)
Date: Jan. 29, 2026 · CIK: 0001939433 · Accession: 0001193125-26-029919
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File numbers found in text: 333-288734
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CORRESP 1 filename1.htm CORRESP VIA EDGAR January 29, 2026 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Acceleration Request for Cohen & Steers Income Opportunities REIT, Inc. Registration Statement on Form S-11 (File No. 333-288734) 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 2:00 p.m., Eastern Time, on January 30, 2026, 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: Cohen & Steers Income Opportunities REIT, Inc. Francis C. Poli Terri Liftin Cohen & Steers Income Opportunities REIT, Inc. 1166 Avenue of the Americas 30th Floor New York, NY 10036 January 29, 2026 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Acceleration Request for Cohen & Steers Income Opportunities REIT, Inc. Registration Statement on Form S-11 (File No. 333-288734) 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 2:00 p.m., Eastern Time, on January 30, 2026, 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/ Arjun Mahalingam Name: Arjun Mahalingam Title: Chief Financial Officer & Treasurer