**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K/A**

(Amendment No. 1)

(Mark One)

**x**** ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2022or**

**o**** ****TRANSITION REPORT PURSUANT TO SECTION 13OR 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 itscharter)**

 

**Central Index Key Number of the depositor: 0001258361**

 

**Citigroup Commercial Mortgage Securities Inc.**

**(exact name of the depositor as specified in itscharter)**

 

**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  (State or other jurisdiction of incorporation or organization)** | **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 seasonedissuer, as defined in Rule 405 of the Securities Act.

 

  Yes ___ No X

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.

 

  Yes ___ No X

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  Yes X No ___

 

Indicate by check mark whether the registrant has submitted electronicallyevery Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit such files). 

 

  Not applicable.

 

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “largeaccelerated 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 XSmaller reporting company ___

 

Emerging growthcompany ___

 

If an emerginggrowth company, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the ExchangeAct.  ___

 

Indicate by check mark whether the registrant has filed a reporton and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. ___

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financialstatements. ___

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant 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-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant's mostrecently completed second fiscal quarter.

 

  Not applicable.

 

Indicate by check mark whether the registrant has filed all documentsand reports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a planconfirmed by a court.

 

  Not applicable.

 

Indicate the number of shares outstanding of each of theregistrant's classes of common stock, as of the latest practicable date.

 

  Not applicable.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1)Any annual report to security holders;(2) Any proxy or information statement; and (3)Any prospectus filed pursuant toRule 424(b) or (c) under the Securities Act of 1933. The listed documents shouldbe clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

 

  Not applicable.

 

**EXPLANATORY NOTE**

 

The purpose of this Amendment No. 1 to ourAnnual Report on Form 10-K for the fiscal year ended December 31, 2022 filedwith 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 assessmentof compliance with servicing criteria for asset-backed securities of BerkadiaCommercial Mortgage LLC filed as Exhibits 33.8 and 33.14, respectively, to theOriginal Form 10-K with the revised report on assessment of compliance withservicing criteria for asset-backed securities of Berkadia Commercial MortgageLLC attached as Exhibits 33.8 and 33.14, respectively, hereto, and (b) toreplace the attestation report on assessment of compliance with servicingcriteria for asset-backed securities of Berkadia Commercial Mortgage LLC filedas Exhibits 34.8 and 34.14, respectively, to the Original Form 10-K with therevised attestation report on assessment of compliance with servicing criteriafor asset-backed securities of Berkadia Commercial Mortgage LLC attached asExhibits 34.8 and 34.14, respectively, hereto.   Except as describedabove, 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 Rule13a–14(d)/15d–14(d), which are attached as Exhibit 31 hereto. 

 

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

31 Rule 13a-14(d)/15d-14(d) Certification.

 

33 Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

 

33.8 Berkadia Commercial Mortgage LLC,as primary servicer

 

33.14 Berkadia CommercialMortgage LLC, as servicer for the ILPT Logistics Portfolio mortgage loan underthe ILPT 2022-LPFX TSA. (see Exhibit 33.8)

 

34 Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities.

 

34.8 Berkadia Commercial MortgageLLC, as primary servicer

 

34.14 Berkadia Commercial MortgageLLC, as servicer for the ILPT Logistics Portfolio mortgage loan under the ILPT2022-LPFX TSA. (see Exhibit 34.8)

 

 

 

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

CitigroupCommercial Mortgage Securities Inc.

(Depositor)

 

/s/Richard Simpson

RichardSimpson, President 

(seniorofficer in charge of securitization of the depositor)

 

Date:September 15, 2023