Cohen & Steers Income Opportunities REIT Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 14:03

Post-Effective Amendment to Registration Statement (Form POS EX)


As filed with the Securities and Exchange Commission on September 15, 2025.
Registration No. 333-269416
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 21 TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Cohen & Steers Income Opportunities REIT, Inc.
(Exact Name of Registrant as Specified in Governing Instruments)
1166 Avenue of the Americas
New York, NY 10036
(212) 832-3232
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Cohen & Steers Capital Management, Inc.
Francis C. Poli
1166 Avenue of the Americas
New York, NY 10036
(212) 832-3232
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
With copies to:
Ryan Bekkerus Rajib Chanda
Benjamin Wells
Simpson Thacher & Bartlett LLP
Evan Hudson 900 G Street Northwest
Simpson Thacher & Bartlett LLP Washington, D.C. 20001
425 Lexington Avenue (202) 636-5808
New York, New York 10017
(212) 455-2000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐


If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-269416
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒





























EXPLANATORY NOTE
This Post-Effective Amendment No. 21 to the Registration Statement on Form S-11 (No. 333-269416) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.


Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits.
(b) Exhibits.
Exhibit No. Description
3.1
Articles of Amendment, dated September 9, 2025 (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
3.2
Articles Supplementary, dated September 9, 2025 (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
4.1
Share Repurchase Plan, effective September 9, 2025 (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
4.2
Distribution Reinvestment Plan, dated September 9, 2025 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
10.1
Amended and Restated Expense Limitation and Reimbursement Agreement, dated September 9, 2025, by and between Cohen & Steers Income Opportunities REIT, Inc. and Cohen & Steers Capital Management, Inc. (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
10.2
Second Amended and Restated Advisory Agreement, dated September 9, 2025, by and between Cohen & Steers Income Opportunities REIT, Inc., Cohen & Steers Income Opportunities REIT Operating Partnership, L.P., and Cohen & Steers Capital Management, Inc. (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
10.3
Second Amended and Restated Limited Partnership Agreement, dated September 9, 2025, by and between, Cohen & Steers Income Opportunities REIT, Inc., Cohen & Steers Income Opportunities REIT Special Limited Partner, LLC and the limited partners party thereto from time to time (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on September 11, 2025 and incorporated by reference herein)
23.1
Consent of Independent Valuation Advisor (filed herewith)





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on September 15, 2025.
Cohen & Steers Income Opportunities REIT, Inc.
By: /s/ Arjun Mahalingam
Name: Arjun Mahalingam
Title:
Chief Financial Officer & Treasurer


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-11 has been signed by the following persons in the capacities and on the dates as indicated.
Name Title Date
/s/ James S. Corl
Chief Executive Officer & Chief Investment Officer
September 15, 2025
James S. Corl (Principal Executive Officer)
/s/ Arjun Mahalingam Chief Financial Officer & Treasurer September 15, 2025
Arjun Mahalingam (Principal Financial Officer and Principal Accounting Officer)
* Chairperson of the Board September 15, 2025
Robert H. Steers
* Director September 15, 2025
Joseph M. Harvey
* Independent Director September 15, 2025
Dana Roffman
* Independent Director September 15, 2025
John W. Thiel
* Independent Director September 15, 2025
W. Edward Walter
*By: /s/ Arjun Mahalingam
Arjun Mahalingam
Attorney-in-fact

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