Correspondence 0001829126-24-006958 from LUXURBAN HOTELS INC. (LUXH, LUXHP) (CIK 0001893311)
LUXURBAN HOTELS INC. (LUXH, LUXHP) (CIK 0001893311)
Date: Oct. 24, 2024 · CIK: 0001893311 · Accession: 0001829126-24-006958
AI Filing Summary & Sentiment
File numbers found in text: 333-282551
Letter
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
(212) 818-8881 (212) 818-8610
email address
bross@graubard.com
October 24, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Re: LuxUrban Hotels Inc.
Registration Statement on Form S-1
Filed October 8, 2024
File No.: 333-282551
Ladies and Gentlemen:
On behalf of LuxUrban Hotels Inc. (“Company”), we respond as follows to the Staff’s comment letter, October 18, 2024, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the original draft submission of the Registration Statement.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Registration Statement on Form S-1
General
1. We note your disclosure on page 4 that as of the date of this prospectus, you have issued or are required to issue to Greenle under the May 2024 waiver modification an aggregate of 20,828,324 additional shares of common stock. Please clarify the status of any shares you are required to issue to Greenle and have not yet issued and why these shares have not yet been issued. To the extent the issuance of such shares are subject to conditions please provide your analysis of why the offering of such shares should not be characterized as a primary offering. For guidance see Compliance and Disclosure Interpretations Securities Act Sections Question 139.11.
We revised the language on page 4 to make clear that the number of shares issued or issuable to Greenle is a fixed amount, already earned and issuable without further payment or consideration without any threshold or other event, and subject only to compliance with an existing 9.99 percent ownership blocker.
Securities and Exchange Commission
October 24, 2024
Page 2
Risk Factors, page 8
2. We note your disclosure that you will have a hearing with Nasdaq on or about October 15, 2024. Please update your disclosure to reflect the results of such hearing as applicable.
We have updated the Nasdaq hearing process to disclose latest status and history.
* * * * * * * * * *
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Brian L. Ross
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Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York,
N.Y. 10174-4499
(212) 818-8800
(212) 818-8881
(212) 818-8610
email address
bross@graubard.com
October 24, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Re:
LuxUrban Hotels Inc.
Registration Statement on Form S-1
Filed October 8, 2024
File No.: 333-282551
Ladies and Gentlemen:
On behalf of LuxUrban Hotels Inc. (“Company”),
we respond as follows to the Staff’s comment letter, October 18, 2024, relating to the above-captioned Registration Statement on
Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration
Statement, a copy of which has been marked with the changes from the original draft submission of the Registration Statement.
Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
Registration Statement on Form S-1
General
1. We note your disclosure on page 4 that as of the date of this prospectus, you have issued or are required to issue to Greenle
under the May 2024 waiver modification an aggregate of 20,828,324 additional shares of common stock. Please clarify the status of any
shares you are required to issue to Greenle and have not yet issued and why these shares have not yet been issued. To the extent the issuance
of such shares are subject to conditions please provide your analysis of why the offering of such shares should not be characterized as
a primary offering. For guidance see Compliance and Disclosure Interpretations Securities Act Sections Question 139.11.
We revised the language on page 4 to make clear
that the number of shares issued or issuable to Greenle is a fixed amount, already earned and issuable without further payment or consideration
without any threshold or other event, and subject only to compliance with an existing 9.99 percent ownership blocker.
Securities and Exchange Commission
October 24, 2024
Page 2
Risk Factors, page 8
2. We note your disclosure that you will have a hearing with Nasdaq on or about October 15, 2024. Please update your disclosure
to reflect the results of such hearing as applicable.
We have updated the Nasdaq hearing process to disclose
latest status and history.
* * * * * * * * * *
If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Brian L. Ross
Brian L. Ross
cc: Robert Arigo, CEO