Sample Comments ■ Please tell us how you complied with Item 601(b)(22) of Regulation S-K, or tell us how you determined it was not necessary to include Exhibit 22 listing each subsidiary guarantor, issuer or co-issuer. ■ Please file the joint venture agreement in accordance with Item 601(b)(10) of Regulation S-K or tell us why you believe you are not required to file this agreement. ■ We note your disclosure that you intend to hire an institutional investment manager. Please file this agreement in accordance with Item 601(b) (10) of Regulation S-K and identify the manager. ■ 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. ■ It appears that your Section 10(a)(3) update for December 31, 2021 financial statements was required by April 30, 2022. Please provide us with a legal analysis of your compliance with Section 10(a)(3) of the Securities Act of 1933. Please also advise whether you engaged in sales of your securities in the interim, and, to the extent you made such sales, please advise what consideration you have given to including disclosure regarding the potential violation of Section 5 of the Securities Act. Compliance with Form Requirements The Staff often issues comments regarding inconsistent disclosures and/or deficiencies related to compliance with the instructions or item requirements applicable to registration statements (i.e., Forms S-3 and S-11) and Exchange Act reports (i.e., Forms 10-K, 10-Q and 8-K). These comments are typically more administrative and formulaic. The majority of the 7 form comments from both 2022 and 2023 were issued on registration statements. Comments are often focused on the following: ■ failure to provide an exhibit; ■ staleness of financial statements and other information provided; and ■ incorrect formatting or presentation. PRACTICE NOTE: From the number of Form comments issued, it is clear that REITs have an opportunity to significantly reduce the likelihood of SEC comments by carefully checking filings to ensure the requirements of the applicable Form and regulations are met. A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs | 12
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