UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number of issuing entity: 333-262701-01
Central Index Key Number of the issuing entity: 0001921064
Benchmark 2022-B35 Mortgage Trust
(exact name of issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001258361
Citigroup Commercial Mortgage Securities Inc.
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001701238
Citi Real Estate Funding Inc.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541502
Goldman Sachs Mortgage Company
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000835271
JPMorgan Chase Bank, National Association
(exact name of the sponsor as specified in its charter)
New York | 38-4224551 38-4224552 38-7290312 (I.R.S. Employer Identification Numbers) |
c/o Computershare Trust Company, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices)
21045
(Zip Code)
Telephone number, including area code:
(410) 884‑2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None |
|
|
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Not applicable.
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 X
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 13(a) of the Exchange Act. ___
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ___
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ___
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2023 under Commission File No. 333-262701-01 (the “Original Form 10-K”) is (i) to replace the report on assessment of compliance with servicing criteria for asset-backed securities of Berkadia Commercial Mortgage LLC filed as Exhibits 33.8 and 33.14, respectively, to the Original Form 10-K with the revised report on assessment of compliance with servicing criteria for asset-backed securities of Berkadia Commercial Mortgage LLC attached as Exhibits 33.8 and 33.14, respectively, hereto, and (b) to replace the attestation report on assessment of compliance with servicing criteria for asset-backed securities of Berkadia Commercial Mortgage LLC filed as Exhibits 34.8 and 34.14, respectively, to the Original Form 10-K with the revised attestation report on assessment of compliance with servicing criteria for asset-backed securities of Berkadia Commercial Mortgage LLC attached as Exhibits 34.8 and 34.14, respectively, hereto. Except as described above, no other changes are being made to the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications required by Rule 13a–14(d)/15d–14(d), which are attached as Exhibit 31 hereto.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.8 Berkadia Commercial Mortgage LLC, as primary servicer
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.8 Berkadia Commercial Mortgage LLC, as primary servicer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
/s/ Richard Simpson
Richard Simpson, President
(senior officer in charge of securitization of the depositor)
Date: September 15, 2023