United States securities and exchange commission logo
January 5, 2022
Brian Ferdinand
Chief Executive Officer
CORPHOUSING GROUP INC.
2125 Biscayne Blvd, Suite 253
Miami, Florida 33137
Re: CORPHOUSING GROUP
INC.
Draft Registration
Statement on Form S-1
Submitted December
6, 2021
CIK No. 0001893311
Dear Mr. Ferdinand:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 5
1. Please identify the
certain non-U.S. cities which you are evaluating for the launch of your
first commercial
international operations.
Risks related to our Business
The Covid-19 Pandemic..., page 12
2. Please provide expanded
quantified disclosure in this risk factor and in your
Management's Discussion
and Analysis disclosure of the specific impact of Covid-19 on
your revenue and
operations including, for example, the impact of refunds and allowances
and the value of
booking cancellations and the additional loan obligations incurred by
Brian Ferdinand
FirstName LastNameBrian Ferdinand
CORPHOUSING GROUP INC.
Comapany
January NameCORPHOUSING GROUP INC.
5, 2022
January
Page 2 5, 2022 Page 2
FirstName LastName
you.
Use of Proceeds, page 39
3. We note that your debt includes short-term merchant cash advances
totaling
$1,207,058 bearing interest at a blended rate of 50% with an outside
due date of March 1,
2022, and additional SBA debt totaling $815,183, bearing interest at
an annual rate of 1%
and maturing in May 2022. Please state clearly whether you intend to
repay all or a
portion of these loans with the proceeds of this offering. Otherwise,
tell us how you plan
to repay these loans at maturity. Refer to Instruction 4 to Item 504
of Regulation S-K.
Results of Operations, page 47
4. We note your references here and elsewhere to your occupancy and
RevPAR rates. Please
quantify your historic occupancy rates as a percentage since inception
and the impact
on those rates of the COVID-19 pandemic. Provide similar disclosure
regarding your
RevPAR rates, including the reasons for the changes in RevPAR for the
periods presented.
5. Given the various locations of your properties, to the extent
material, please discuss the
geographic distribution of your revenues and expenses.
6. Please note your disclosure of the increases in the components of cost
of revenue for the
periods presented. Please quantify the percentage increases for such
expenses and explain
the reasons for the increases whether due to increased unit rentals or
other factors.
Liquidity and Capital Resources, page 49
7. We note your disclosure that you believe your Refunds and Allowances
of $7.35 million
for the nine months ended September 30, 2021 to be non-ordinary course
expenses, yet it
appears that you have Refunds and Allowances expense in each financial
statement period
presented. Please tell us why you believe that refunds and allowance
will not be expected
in future periods, or revise your disclosure in future filings to
clarify and ensure your
disclosure is not misleading.
Cost Per Unit Acquired and Managed, page 63
8. Please tell us how you determined cost per unit for you and your
competitors as set forth
in the chart in this section. To the extent you relied on public third
party materials please
identify the sources of such information.
Unit Portfolios and Profitability Points, page 64
9. Please describe the location and character of the principal properties
you hold. In each
case describe the material terms of the leases or contracts governing
those properties.
Also, describe the variety of accommodations you offer. Describe the
extent to which you
or third parties are responsible for maintenance and other significant
obligations related to
your leased properties.
Brian Ferdinand
CORPHOUSING GROUP INC.
January 5, 2022
Page 3
Executive Compensation, page 81
10. Please update your disclosure to include executive compensation for the
most recently
completed fiscal year ended December 31, 2021. See Item 402 of Regulation
S-K.
Director Compensation, page 82
11. Please revise to address whether any director s compensation has been
paid through
December 31, 2021.
You may contact Howard Efron at 202-551-3439 or Eric McPhee at
202-551-3693 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any
other questions.
Sincerely,
FirstName LastNameBrian Ferdinand
Division of
Corporation Finance
Comapany NameCORPHOUSING GROUP INC.
Office of Real Estate
& Construction
January 5, 2022 Page 3
cc: Brian Ross
FirstName LastName