SEC Comment Letter 0000000000-24-007005 to Fortress Net Lease REIT (CIK 0001966394)
Fortress Net Lease REIT (CIK 0001966394)
Date: June 19, 2024 · CIK: 0001966394 · Accession: 0000000000-24-007005
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File numbers found in text: 000-56632
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United States securities and exchange commission logo
June 18, 2024
Avraham Dreyfuss
Chief Financial Officer
Fortress Net Lease REIT
1345 Avenue of the Americas
New York, NY 10105
Re:Fortress Net Lease REIT
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed April 26, 2024
File No. 000-56632
Dear Avraham Dreyfuss:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-12G filed April 26, 2024
General
1.We acknowledge your response to prior comment 1, but disagree with your conclusion
that providing a comparative breakdown between your valuations and your historical
NAV calculations would not be useful to your investors. In future filings, please expand
your NAV presentation to provide this information.
Reporting Obligations, page 32
2.We note your statement that you may use your website "as a distribution channel for
company information, which information may be deemed material" and your statement
that investors should monitor your website in addition to your SEC filings. Please remove
any suggestion from your disclosure that material information would not be available to
your investors via your SEC filings on EDGAR, or advise us as to how the company
intends to comply with its reporting obligations under the Exchange Act.
FirstName LastNameAvraham Dreyfuss
Comapany NameFortress Net Lease REIT
June 18, 2024 Page 2
FirstName LastName
Avraham Dreyfuss
Fortress Net Lease REIT
June 18, 2024
Page 2
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.
Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Ross M. Leff, P.C.