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February 22, 2024
Deric Eubanks
President
Stirling Hotels & Resorts, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, TX 75254
Re:Stirling Hotels & Resorts, Inc.
Pre-Effective Amendment No. 1 to Registration Statement on Form 10-12G
Filed February 2, 2024
File No. 000-56623
Dear Deric Eubanks:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments. Unless we note otherwise, any references to prior comments
are to comments in our January 11, 2024 letter.
Pre-Effective Amendment No. 1 to Registration Statement on Form 10-12G
Item 1. Business, page 3
1.We acknowledge your revised disclosures in response to prior comment 2, and also note
your statement in your response that the independent directors of the Ashford Hospitality
Trust Inc. Board of Directors and your board also reviewed and approved the contribution
value of the Initial Portfolio. Please further revise your disclosure to also disclose this
information.
Ownership Structure, page 10
2.We acknowledge your revised disclosures in response to prior comment 3. We note that in
the revised footnote 2, you state that you are the sole limited partner of the Operating
Partnership. However, based on the chart, it appears that Ashford Hospitality Limited
Partnership, Ashford TRS Corporation, and the Advisor also have limited partner interests
in the Operating Partnership. Please revise to reconcile.

 FirstName LastNameDeric Eubanks
 Comapany NameStirling Hotels & Resorts, Inc.
 February 22, 2024 Page 2
 FirstName LastNameDeric Eubanks
Stirling Hotels & Resorts, Inc.
February 22, 2024
Page 2
Management Fee and Expense Reimbursements, page 14
3.We acknowledge your response to prior comment 5. Please revise to disclose here that the
Special Limited Partner is entitled to receive compensation under the performance
participation allocation for a given year even if stockholders who purchased shares during
such year experienced a decline in NAV per share.
Item 7. Certain Relationships and Related Transactions. . .
Other Activities by Ashford and its Affiliates, page 49
4.We note your revised disclosures in response to prior comment 8. To the extent Other
Ashford Accounts may also have the same hotel investment opportunities as you for
select-service hotel assets and full-service hotels that are not luxury or upper upscale
chains, disclose the amounts that Other Ashford Accounts have available for investment in
such properties. We note your statement that you do not expect that you will "compete
meaningfully with Other Ashford Accounts for investment opportunities as such programs
have limited funds for investments." However, it is unclear how or why Other Ashford
Accounts would have limited funds for investments.
Unaudited Pro Forma Combined Consolidated Balance Sheet, page F-3
5.We note your response to prior comment 12 that your future sale of shares in a private
offering will trigger a reconsideration event, resulting in you becoming the primary
beneficiary of the Operating Partnership, and, at that time, recognizing the identifiable
assets acquired, the liabilities assumed and any noncontrolling interests, at fair value.
Given that this sale of shares does not appear to be reflected in your pro forma financial
statements, please tell us how you determined it was appropriate to adjust the value of the
assets acquired and liabilities assumed to fair value within the pro forma financial
statements.
6.We have reviewed your response to prior comment 12. Please tell us when you believe the
reconsideration event discussed in your response will occur, in terms of number of shares
sold in the private offering as well as time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDeric Eubanks
 Comapany NameStirling Hotels & Resorts, Inc.
 February 22, 2024 Page 3
 FirstName LastName
Deric Eubanks
Stirling Hotels & Resorts, Inc.
February 22, 2024
Page 3
            Please contact Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Laura K. Sirianni