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STIRLING HOTELS & RESORTS, INC.

14185 Dallas Parkway, Suite 1200, Dallas, TX 75254

Via EDGAR

March 6, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Mail Stop 3010CF/AD8

Washington, DC 20549

 Attn: Eric McPhee

Kristina Marrone

Benjamin Holt

Dorrie Yale

 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

Ladies and Gentlemen:

This letter sets forth the response of
Stirling Hotels & Resorts, Inc., a Maryland corporation (the “Company”), to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in the letter dated February 22, 2024, pertaining to
Pre-Effective Amendment No. 1 to Registration Statement on Form 10-12G (the “Pre-Effective Amendment”) that was
submitted to the SEC on February 2, 2024. We have included the Staff’s comments below, followed by the Company’s responses
thereto. Page number references herein are to the Pre-Effective Amendment.

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.

Response: In a Post-
Effective Amendment No. 1 to the Registration Statement on Form 10-12G (the “Post-Effective Amendment”) to be filed with the
SEC at such time as the audited financials for the Company for the year ended December 31, 2023 are available, the Company undertakes
to revise the disclosure on page 3, and elsewhere as applicable, as follows:

On December 6, 2023, we acquired four hotel
assets (the “Initial Portfolio”) from Ashford Hospitality Limited Partnership (“Ashford Hospitality OP”) and Ashford
TRS Corporation (“Ashford Hospitality TRS,” and together with Ashford Hospitality OP, the “Anchor Investor”),
each a subsidiary of AHT, in exchange for 1,400,943 Class I units of the Operating Partnership at a price per unit equal to $25.00 pursuant
to the terms of the contribution agreement (the “Contribution Agreement”), by and among the Operating Partnership and the
Anchor Investor. The Contribution Agreement, including the net contribution value of the Initial Portfolio, was approved by the
Related Party Transactions Committee, composed of independent directors, of each of AHT and the Company in connection with the approval
of the Contribution Agreement. The net contribution value of the Initial Portfolio was approximately $35 million, which represents
the appraised value of the Initial Portfolio as provided by LW Hospitality Advisors (“LWHA”), an independent third-party appraiser
engaged to value the Initial Portfolio, with additional input and oversight by Altus Group U.S. Inc. (“Altus”) and the Advisor,
of $56.2 million, the assumption of $30.2 million of existing indebtedness and approximately $9 million of net working capital and reserves,
and is subject to customary post-closing working capital adjustments. LWHA obtained property-level information from the Advisor, including
(i) property historical and projected operating revenues and expenses; (ii) lease agreements; and (iii) information regarding recent or
planned capital expenditures. LWHA reviewed and relied in part on the property-level information provided by the Advisor and considered
this information in light of its knowledge of each property’s specific market conditions. In addition, Altus and the Advisor reviewed
LWHA’s appraisal reports for reasonableness and provided market data and other information for LWHA’s consideration. Although
LWHA considered comments to its appraisal reports received from Altus or the Advisor, the appraised values of the Initial Portfolio was
determined by LWHA. See Item 3, “Properties” for more information on the Initial Portfolio.

Division of Corporation Finance

U.S. Securities and Exchange Commission

March 6, 2024

Page 2

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.

Response: The Company
acknowledges the discrepancy noted and confirms that the Company is one of three limited partners in the Operating Partnership and not
the sole limited partner. In the Post-Effective Amendment, the Company undertakes to revise the disclosure as follows:

(2) We
are the sole member of the sole general partner and the sole limited partner, respectively, of the Operating Partnership.
We own one Class I unit in the Operating Partnership received in connection with our initial capitalization. We will not own a significant
economic ownership interest in the Operating Partnership or its underlying properties until we raise significant capital in our private
offering.

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.

Response: In the
Post-Effective Amendment, the Company undertakes to include the additional disclosure below immediately preceding the paragraph discussing
payment of the performance participation allocation in the table disclosing compensation to the advisor and its affiliates as requested:

Changes in our Operating Partnership’s
NAV per unit of each class will generally correspond to changes in our NAV per share of the corresponding class of our common stock. Distributions
with respect to the performance participation interest are calculated from the Operating Partnership’s Total Return over a calendar
year. As a result, the Special Limited Partner is entitled to receive compensation under the performance participation for a given year
even if some of our stockholders who purchased shares during such year experienced a decline in NAV per share. Similarly, stockholders
whose shares are repurchased during a given year may have their shares repurchased at a lower NAV per share as a result of an accrual
for the estimated performance participation at such time, even if no performance participation allocation for such year are ultimately
payable to the Special Limited Partner at the end of such calendar year.

Division of Corporation Finance

U.S. Securities and Exchange Commission

March 6, 2024

Page 3

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.

Response: As an
initial matter, we note that the Company’s advisor and its affiliates have subsequently agreed that the Company will have a right
of first refusal with respect to select-service hotels sourced by the advisor. Thus, the Company does not expect to compete with Other
Ashford Accounts except with respect to hotel investment opportunities in the full-service and luxury and upper upscale chain scales.
As such, in the Post-Effective Amendment, the Company undertakes to revise the disclosure as follows:

Allocation
of Investment Opportunities. The Advisory Agreement acknowledges that, while information and recommendations supplied to us
shall, in our Advisor’s reasonable and good faith judgment, be appropriate under the circumstances and in light of our investment
guidelines, such information and recommendations may be different in certain material respects from the information and recommendations
supplied by our Advisor or its affiliates to others (including, for greater certainty, the Other Ashford Accounts and their investors,
as described below). In addition, as acknowledged in our Advisory Agreement, affiliates of our Advisor advise and/or manage one or more
Other Ashford Accounts and we expect will in the future sponsor, advise and/or manage additional Other Ashford Accounts. This overlap
will from time to time create conflicts of interest. As of the date of this filing, however, we do not expect that we will
compete meaningfully with Other Ashford Accounts for investment opportunities as such programs have limited funds for investments.

Our
Advisor and its affiliates have agreed that we will have access to a right of first refusal for any select-service
hotel assets sourced by our Advisor that have trailing or anticipated twelve-month average revenue per available
room (“RevPAR”) of less than twice the then-current U.S. national average RevPar for
all hotels (the “Select Service ROFR”). The then-current U.S. national average RevPar for all hotels for priority purposes
will be determined with reference to the most current Smith Travel Research Reports. As used herein, “select-service
hotel assets” refers to properties that offer limited degrees of services and amenities and may include brands such as Residence
Inn, Hilton Garden Inn, Hyatt Place, Hampton Inn, Courtyard by Marriott, and Holiday Inn Express. OurWith the exception
of the Select Service ROFR, our Advisor and its affiliates are not contractually obligated to present
hotel investment opportunities in the luxury and upper upscale chain scales to us before presenting them to other
of its advised platforms. As used herein, luxury” and “upper upscale chain” refers to properties which are the focus
of BHR and specifically refers “Other Ashford Accounts. Specifically, we may only invest in
investments sourced by our advisor and not subject to the Select Service ROFR if certain Other Ashford Accounts, as described herein,
pass on such opportunities.

Division of Corporation Finance

U.S. Securities and Exchange Commission

March 6, 2024

Page 4

Of
the existing Other Ashford Accounts with which we may compete for investment opportunities, BHR focuses its investment strategy primarily
on luxury hotels and resorts and AHT focuses its investment strategy primarily on upper upscale
full-service hotels. BHR has priority with respect to hotels and resorts with high revenue per available
room (“RevPAR”). For purposes of BHR’s priority, high RevPAR means
RevPAR of at least twice the then-current U.S.
national average RevPAR for all hotels as determined by STR, LLC. In addition, such hotels offer
a wide variety of onsite amenities, such as restaurants, meeting spaces, exercise rooms or spas. On the other hand, affiliates of our
Advisor are contractually obligated to present hotel investment opportunities in the luxury and upper upscale chain scales to other its
advised platforms before they are presented to us, and our Advisorand AHT has priority
with respect to non select-service hotels that have RevPAR less than twice the then-current U.S. national average. Our Advisor
or its affiliates may enter into similar arrangements with other programs it manages in the future. Should those otherBHR
or AHT, or any future advised platforms pass onwith similar arrangement pass on investment opportunities
for which they have priority, i.e. those opportunities sourced by our Advisor not subject to the Select Service ROFR, or
seek an investment partner for such opportunities, we would have the ability to participate in those opportunities. From
time-to-time Other Ashford Accounts, including AHT and BHR, may not be actively pursuing investments. As a result of the current
macroeconomic environment and challenges facing commercial real estate, including as a result of ongoing impacts from the COVID-19 pandemic
and the current debt environment, and as further disclosed in public filings, BHR and AHT have limited funds available for investment.
As of December 31, 2023, BHR and AHT had approximately $85.6 million and $165.2 million, respectively, of cash and cash equivalents. Moreover,
BHR has fully drawn its $200 million secured credit facility. In addition, AHT’s current focus is to pay off its strategic financing
through a combination of asset sales, mortgage debt refinancings, and non-traded preferred capital raising rather than investments in
new assets. As such, we do not currently expect to compete meaningfully with these programs for investment opportunities. We may
not participate in every investment opportunity that falls within our investment objectives.

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.

Response: As discussed
in the Form 10, the design and purpose of Stirling REIT OP, LP is to conduct all of the Company’s business. Therefore, the Company
determined that it is appropriate to reflect the consolidation of the Predecessor in the pro forma financial statements because in doing
so the Company provided the users of the financial statements information that reflects the Company’s financial statements upon
successful completion of the offering. In reaching this conclusion management analogized to including “probable” acquisitions
in the pro forma financial statements of a registration statement given the low threshold of shares required to be sold by the Company
for a reconsideration event to occur. Further, management concluded that adjusting the pro forma financial statements to reflect the current
carrying value of the Predecessor hotels was not appropriate as that presentation would not occur under GAAP. Instead, the assets and
liabilities will be recognized at fair value upon consolidation of the Predecessor.

Division of Corporation Finance

U.S. Securities and Exchange Commission

March 6, 2024

Page 5

Conversely, the Company did not adjust the pro forma financial statements
to include the future sales of shares of common stock from this offering because of the prohibition on assuming offering proceeds in pro
forma financial statements, except in certain limited situations, of which none apply to the Company.

 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.

Response: The Company
evaluated the guidance in ASC 810-10-25-38A. The economics criterion in paragraph 25-38A(b) is met if a reporting