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 filename1.htm

 STRAWBERRY
FIELDS REIT, INC.

 April
17, 2026

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Strawberry
 Fields REIT, Inc. Registration Statement on Form S-3

 Filed
 April 15, 2026, File No. 333-295065

 Ladies
and Gentlemen:

 Pursuant
to the provisions of 12 CFR Section 230.461, Strawberry Fields REIT, Inc., a Maryland corporation, hereby respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective on April 23, 2026,
at 9:00 a.m., or as soon as practicable thereafter or at such later time as we or our counsel may orally request. When the Registration
Statement has been declared effective, please confirm that with our counsel, Richard Pearlman of Igler and Pearlman, P.A., at (850) 445-5564.

 We
thank you for your consideration of the foregoing.

 Sincerely,

 /s/
 Moishe Gubin

 Moishe
 Gubin

 Principal
 Executive Officer

 Strawberry
 Fields REIT, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2026

Moishe Gubin
Chairman and Chief Executive Officer
Strawberry Fields REIT, Inc.
5683 North Lincoln Ave.
Chicago IL 60659

 Re: Strawberry Fields REIT, Inc.
 Registration Statement on Form S-3
 Filed April 15, 2026
 File No. 333-295065
Dear Moishe Gubin:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Richard Pearlman
</TEXT>
</DOCUMENT>

CORRESP
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STRAWBERRY
FIELDS REIT, INC.

July
29, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Strawberry Fields REIT,
  Inc. Registration Statement on Form S-3

  Filed July 12, 2024, as amended, File No.
  333-280766

Ladies
and Gentlemen:

Pursuant
to the provisions of 12 CFR Section 230.461, Strawberry Fields, Inc., a Florida corporation, hereby respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so that it becomes effective on August 1, 2024, at 9:00 a.m., or as
soon as practicable thereafter or at such later time as we or our counsel may orally request. When the Registration Statement has been
declared effective, please confirm that with our counsel, Richard Pearlman of Igler and Pearlman, P.A., at (850) 445-5564.

We
thank you for your consideration of the foregoing.

  Sincerely,

  /s/ Moishe Gubin

  Moishe Gubin

  Principal Executive Officer

  Strawberry Fields REIT, Inc.

CORRESP
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July
25, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

Attention:
Ruairi Regan and Pam Howell

    Re:

    Strawberry
    Fields REIT, Inc.

    Registration
    Statement on Form S-3

    Filed
    July 12, 2024

    File
    No. 333-280766

Dear
Mr. Regan and Ms. Howell:

On
behalf Strawberry Fields REIT, Inc. (the “Company”), please accept this letter as the Company’s responses to both comments
of the Office of Real Estate & Construction, Division of Corporation Finance of the Securities and Exchange Commission contained
in its letter of July 22, 2024, regarding the above-referenced Registration Statement. Both comments are restated below prior to the
Company’s responses. Further, today the Company has also filed Amendment #1 to such Registration Statement.

1.
We note your disclosure on page 43 of your issued and outstanding shares on March 31, 2024 and the disclosure of your stock price on
July 11, 2024. We also note the number of your shares held by your affiliates. Please confirm your eligibility to conduct this offering
under General Instruction I.B.1 of Form S-3 which requires the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant is $75 million or more.

Response:
The Company has included in the amendment updated beneficial ownership disclosures. As of July 18, 2024, the Company had 6,898,867 common
shares outstanding and 793,146 shares owned by affiliates. Therefore, as of that same date, the Company’s public float is 6,105,721
common shares. The closing price of a share of Company common stock on July 18, 2024 was $12.58, resulting in a public float value of
$76,809,970. Therefore, the Company is eligible to use Form S-3 for this offering pursuant to General Instruction I.B.I.

2.
We note that you do not appear to have provided an opinion on whether the warrants, rights and units would be valid and binding obligations
of the company. We also note the reference in this section to certain other legal matters that will be passed upon for you by Igler and
Pearlman, P.A. Please provide the required opinions and clarify the reference to Igler and Pearlman, P.A.

Response:
Please see Exhibit 5.3 to the amendment for our opinion as to such matters.

We
thank you for your consideration of the foregoing. Please contact me should you have any additional questions or concerns.

    Sincerely,

    IGLER
AND PEARLMAN, P.A.

    /s/
    Richard Pearlman

    Richard
Pearlman

    cc:

    Moishe
    Gubin, Chairman and Chief Executive Officer, Strawberry Fields REIT, Inc.

    850.878.2411
                                            Telephone

    850.878.1230
    Facsimile

    2457
                                            Care Drive | Suite 203

    Tallahassee,
    Florida 32308

July 22, 2024
Moishe Gubin
Chairman and Chief Executive Officer
Strawberry Fields REIT, Inc.
5683 North Lincoln Ave.
Chicago IL 60659
Re:Strawberry Fields REIT, Inc.
Registration Statement on Form S-3
Filed July 12, 2024
File No. 333-280766
Dear Moishe Gubin:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-3
General
1.We note your disclosure on page 43 of your issued and outstanding shares on March 31,
2024 and the disclosure of your stock price on July 11, 2024.  We also note the number of
your shares held by your affiliates.  Please confirm your eligibility to conduct this offering
under General Instruction I.B.1 of Form S-3 which requires the aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant is $75
million or more.

July 22, 2024
Page 2
Legal Matters, page 95
2.We note that you do not appear to have provided an opinion on whether the warrants,
rights and units would be valid and binding obligations of the company.  We also note the
reference in this section to certain other legal matters that will be passed upon for you by
Igler and Pearlman, P.A.  Please provide the required opinions and clarify the reference
to Igler and Pearlman, P.A.
            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.
            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.
            Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Christina Ahrens, Esq.

United States securities and exchange commission logo
May 8, 2024
Greg Flamion
Chief Financial Officer
Strawberry Fields REIT, Inc.
6101 Nimtz Parkway
South Bend, IN 46628
Re:Strawberry Fields REIT, Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41628
Dear Greg Flamion:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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May
8, 2024

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

Washington
DC 20549

  Re:

  Strawberry
  Fields REIT, Inc., Form 10-K for the fiscal year ended

  December
  31, 2023, Form 8-K Filed April 4, 2024, File Nos. 001-41628

To
Whom It May Concern:

We
are writing in response to your letter dated April 26, 2024, requesting information concerning Strawberry Fields REIT, Inc.’s (the
“Company”) filings. We have addressed those requests below.

Form
10-K for the fiscal year ended December 31, 2023, Item 9A. Controls and Procedures

Management’s
Annual Report on Internal Control Over Financial Reporting, page 47

 1. We
                                            note your disclosure that Management’s Report on Internal Controls Over Financial Reporting
                                            has been omitted due to the transition period established by the rules of the SEC for newly
                                            public companies. Please explain to us how you determined you were eligible for this exemption
                                            or revise your filing accordingly.

RESPONSE:
Today, the Company filed a Form 10-K/A including Management’s Report on Internal Controls Over Financial Reporting.

Form
8-K Filed April 4, 2024, Exhibit 99.1, page 5

 2. We
                                            note that within the Investor presentation dated April 4, 2024, you have referenced several
                                            non-GAAP measures, including Adjusted EBITDA, Net debt and EBITDARM, which are not reconciled
                                            to the most comparable measure calculated in accordance with GAAP. In future disclosures
                                            or releases of material information that includes a non-GAAP financial measure, include a
                                            quantitative reconciliation of the differences between the non-GAAP financial measure disclosed
                                            or released with the most comparable financial measure or measures calculated and presented
                                            in accordance with GAAP. Refer to Regulation G.

RESPONSE:
The Company will provide such reconcilements for any non-GAAP measures used in any future presentations, releases, and filings.

    Sincerely,

    IGLER
    | PEARLMAN, P.A.

    /s/
    Richard Pearlman

    Richard
    Pearlman

    850.878.2411
                                            Telephone

    2457
    Care Drive Suite 203

    850.878.1230
    Facsimile

    Tallahassee,
    Florida 32308

United States securities and exchange commission logo
April 26, 2024
Greg Flamion
Chief Financial Officer
Strawberry Fields REIT, Inc.
6101 Nimtz Parkway
South Bend, IN 46628
Re:Strawberry Fields REIT, Inc.
Form 10-K for the fiscal year ended December 31, 2023
Form 8-K Filed April 4, 2024
File Nos. 001-41628
Dear Greg Flamion:
            We have limited our review of your filing to the financial statements and related
disclosures 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 to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting, page 47
1.We note your disclosure that Management's Report on Internal Controls Over Financial
Reporting has been omitted due to the transition period established by the rules of the SEC
for newly public companies. Please explain to us how you determined you were eligible
for this exemption or revise your filing accordingly.
Form 8-K Filed April 4, 2024
Exhibit 99.1, page 5
2.We note that within the Investor presentation dated April 4, 2024, you have referenced
several non-GAAP measures, including Adjusted EBITDA, Net debt and EBITDARM,
which are not reconciled to the most comparable measure calculated in accordance with
GAAP. In future disclosures or releases of material information that includes a non-GAAP

 FirstName LastNameGreg Flamion
 Comapany NameStrawberry Fields REIT, Inc.
 April 26, 2024 Page 2
 FirstName LastName
Greg Flamion
Strawberry Fields REIT, Inc.
April 26, 2024
Page 2
financial measure, include a quantitative reconciliation of the differences between the
non-GAAP financial measure disclosed or released with the most comparable financial
measure or measures calculated and presented in accordance with GAAP. Refer to
Regulation G.
            In closing, 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 Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
July 28, 2022
Moishe Gubin
Chief Executive Officer
Strawberry Fields REIT, Inc.
6101 Nimtz Parkway
South Bend, IN 46628
Re:Strawberry Fields REIT, Inc.
Registration Statement on Form 10
Filed May 31, 2022
File No. 000-56451
Dear Mr. Gubin:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Alfred G. Smith, Esq.

CORRESP
1
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    Alfred
    G. Smith, II

    Partner

    Shutts
    & Bowen LLP

    200
    South Biscayne Boulevard

    Suite
    4100

    Miami,
    Florida 33131

    DIRECT
    (305) 379-9147

    FAX
    (305) 347-7747

    EMAIL
    asmith@shutts.com

July
12, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

450
Fifth Street, N.W.

Washington
DC, 20549

    Re:
    Strawberry
    Fields REIT, Inc.

    Registration
    Statement on Form 10

    Filed
    May 31, 2022

    File
    No. 000-56451

Ladies
and Gentlemen:

This
letter is provided to the staff of the Securities and Exchange Commission (the “Commission”) on behalf of Strawberry
Fields REIT, Inc. (the “Company”), in response to the staff’s letter of June 27, 2022, with respect the Company’s
Registration Statement on Form 10 (the “Registration Statement”).

The
comments of the staff in its letter of June 27, 2022, are set forth below, followed by the Company’s responses.

Form
10 filed May 31, 2022

Business

Structure
and Formation of Our Company, page 7

1. Please
include a diagram which depicts your ownership structure.

Response

The
Company has added a diagram which depicts its ownership structure on page 7.

Risk
Factors, page 57

2. We
note your disclosure on page 113 regarding the terms of the Term Loan you entered into with a commercial bank. Please provide risk factor
disclosure regarding the material terms of the loan including the financial covenants as well as the provision that the loan will become
due in the event that any person or group (other than Moishe Gubin) acquires more than 30% of the common stock of the Company and in
the event ceases to be actively involved in the borrowers or ceases to be a director of the Company. Describe the impact on the company
in the event of a default on the loan.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

July
12, 2022

Page
2

Response

The
Company has added a risk factor on page 65 which provides risk factor disclosure regarding the material terms of the loan including the
financial covenants as well as the provision that the loan will become due in the event that any person or group (other than Moishe Gubin)
acquires more than 30% of the common stock of the Company and in the event Mr. Gubin ceases to be actively involved in the borrowers
or he ceases to be a director of the Company. The risk factor also describes the impact on the Company in the event of a default
on the loan.

3. We
note your disclosure regarding the risks to your business posed by geopolitical challenges and uncertainties such as the escalating conflict
between Russia and Ukraine. Please disclose the risk of potential cyberattacks by state actors as a result of Russia’s ongoing
conflict with Ukraine and whether you have taken actions to mitigate such potential cyberattacks.

Response

The
Company has added a risk factor entitled “Our computer systems may be subject to potential cyberattacks by state actors as a
result of the conflict between Russia and Ukraine” on page 69 which describes the risk of potential cyberattacks by state actors
as a result of Russia’s ongoing conflict with Ukraine and the actions taken by the Company to mitigate such potential cyberattacks.

Management’s
Discussion and Analysis, page 91

4. You
state on page 107 that if the reduced level of occupancy caused by COVID-19 were to continue for an extended period, or if occupancy
were to decrease due to the emergence of new variants of COVID-19, the financial condition and operating results of the Company’s
tenants could be affected to such an extent that tenants would be unable to meet their lease obligations to you. Please revise to clarify
what is meant by “reduced level of occupancy” and the length of the “extended period.” Please also address the
impact to your operating results in the event your tenants experience the extended periods of reduced occupancy. Additionally, clarify
the extent to which you believe the impact of COVID-19 has caused the anticipated default by the 6 facilities located in central Illinois,
as referenced on page 107.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

July
12, 2022

Page
3

Response

The
Company has revised the disclosure concerning the effect of COVID-19 on page 102 to delete the references to “reduced level of
occupancy” and “extended period” and added the following disclosure:

“none
of the Company’s current tenants are delinquent on the payment of rent, and none of them have requested the Company to amend the
terms of their leases to reduce current or future lease payments. The Company accordingly believes that its current tenants have the
ability to meet their lease obligations based on their current levels of occupancy. However, if tenants were to experience additional
decreases in occupancy due to the emergence of new variants of COVID-19, and such decreases adversely affected its tenants’ operating
income, tenants might be unable to meet their lease obligations. The Company is unable to determine what level of decreased occupancy
would result in lease defaults because decreases in occupancy also allow tenants to reduce operating costs due to reduced staffing requirements.

In
the event that tenants were to default due to decreased occupancy, the Company would seek to obtain new operators to take over the leases
and the facilities. This could result in decreases in the Company’s rental income if the new tenants require lower rental
payments. Additionally, if the Company were unable to obtain new operators, the Company could lose  the rental income from these
properties. Either of these events could have a material adverse effect on our financial condition and results of operation.”

The
Company also added disclosure that the tenants that defaulted under the six central Illinois leases due to operating losses had indicated
to the Company that their operating losses were attributable in part to the decreased occupancy caused by COVID-19. This disclosure also
notes that the facilities have been leased to new tenants.

Summary
Consolidated Financial Data, page 92

5. Please
tell us how your definition of FFO is consistent with the NAREIT definition of FFO. Specifically, tell us how you have determined it
was appropriate to exclude foreign currency transaction loss from your definition of FFO for the period ending December 31, 2021.

Response

The
Company has modified the definition and calculations of FFO to exclude foreign currency transaction losses.

_____________________________________________

If
you should have any further questions , please do not hesitate to contact the undersigned at (305) 379-9147.

  Sincerely yours,

  /s/
  Alfred G. Smith

  Alfred G. Smith

cc:
Moishe Gubin, Strawberry Fields REIT, Inc.

United States securities and exchange commission logo
June 27, 2022
Moishe Gubin
Chief Executive Officer
Strawberry Fields REIT, Inc.
6101 Nimtz Parkway
South Bend, IN 46628
Re:Strawberry Fields REIT, Inc.
Registration Statement on Form 10
Filed May 31, 2022
File No. 000-56451
Dear Mr. Gubin:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply 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 these
comments, we may have additional comments.
Form 10 filed May 31, 2022
Business
Structure and Formation of Our Company, page 7
1. Please include a diagram which depicts your ownership structure.
Risk Factors, page 57
2.We note your disclosure on page 113 regarding the terms of the Term Loan you entered
into with a commercial bank.  Please provide risk factor disclosure regarding the material
terms of the loan including the financial covenants as well as the provision that the loan
will become due in the event that any person or group (other than Moishe Gubin) acquires
more than 30% of the common stock of the Company and in the event ceases to be
actively involved in the borrowers or ceases to be a director of the Company.  Describe
the impact on the company in the event of a default on the loan.

 FirstName LastNameMoishe Gubin
 Comapany NameStrawberry Fields REIT, Inc.
 June 27, 2022 Page 2
 FirstName LastName
Moishe Gubin
Strawberry Fields REIT, Inc.
June 27, 2022
Page 2
3.We note your disclosure regarding the risks to your business posed by geopolitical
challenges and uncertainties such as the escalating conflict between Russia and Ukraine.
Please disclose the risk of potential cyberattacks by state actors as a result of Russia’s
ongoing conflict with Ukraine and whether you have taken actions to mitigate such
potential cyberattacks.
Management's Discussion and Analysis, page 91
4.You state on page 107 that if the reduced level of occupancy caused by COVID-19 were
to continue for an extended period, or if occupancy were to decrease due to the emergence
of new variants of COVID-19, the financial condition and operating results of the
Company’s tenants could be affected to such an extent that tenants would be unable to
meet their lease obligations to you.  Please revise to clarify what is meant by "reduced
level of occupancy" and the length of the "extended period."  Please also address the
impact to your operating results in the event your tenants experience the extended periods
of reduced occupancy.  Additionally, clarify the extent to which you believe the impact of
COVID-19 has caused the anticipated default by the 6 facilities located in central Illinois,
as referenced on page 107.
Summary Consolidated Financial Data, page 92
5.Please tell us how your definition of FFO is consistent with the NAREIT definition of
FFO. Specifically, tell us how you have determined it was appropriate to exclude foreign
currency transaction loss from your definition of FFO for the period ending December 31,
2021.
            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.
            You may contact Isaac Esquivel at 202-551-3395 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Alfred G. Smith, Esq.