United States securities and exchange commission logo
May 6, 2022
Brian Ferdinand
Chief Executive Officer
CORPHOUSING GROUP INC.
2125 Biscayne Blvd, Suite 253
Miami, Florida 33137
Re: CORPHOUSING GROUP
INC.
Amended
Registration Statement on Form S-1
Filed April 15,
2022
File No. 333-262114
Dear Mr. Ferdinand:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 26, 2022 letter.
Amendment No. 3 to Form S-1 Filed on April 15, 2022
General
1. Please supplementally
provide us with copies of all written communications, as defined in
Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies
of the communications.
Preliminary Revenues for the Three Months Ended March 31, 2022, page 7
2. We note your disclosure
of preliminary results on page 7 and your comparison of your
results to the previous
quarter. Please revise your disclosure to include a comparison of
your results to the
quarter ended March 31, 2021.
Brian Ferdinand
FirstName LastNameBrian Ferdinand
CORPHOUSING GROUP INC.
Comapany
May 6, 2022NameCORPHOUSING GROUP INC.
May 6,
Page 2 2022 Page 2
FirstName LastName
3. We note your discussion of preliminary results for the quarter ended
March 31, 2022
provides a quantitative discussion of your anticipated revenues, net
revenues and refunds
and allowances. Please revise your discussion to present balanced
disclosure and include
quantitative information related to your anticipated costs of revenues
and expenses.
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA, page 14
4. We note that you have made adjustments throughout your filing to
normalize your results
by attempting to estimate the amount of cancellations due to the
COVID-19 pandemic.
Please tell us how you determined these adjustments were appropriate.
In your response,
please consider:
your limited operating history;
the significant growth of your business and stage of your business
cycle; and
whether these adjustments are directly attributable to the
COVID-19 pandemic, based
on actual amounts, and incremental to normal operations.
NYC Compliance and Regulations governing Short-Term Rentals, page 55
5. It appears from your website and third party portals that you continue
to offer rooms in
New York and elsewhere for periods less than 30 days. With a view to
disclosure, please
clarify which of your properties are subject to limitations on short
term rentals including
contractual limitations and how you determined you may lease other
properties on short
term rental including properties leased from hotels. Clarify the
extent to which you are in
compliance with those limitations and how you ensure compliance with
those limitations.
Also, explain clearly the impact of non-compliance with these
limitations on your
business.
Consolidated Balance Sheets, page F-3
6. We note that the financial statements refer to the Registrant as
Corphousing LLC but that
the Registrant is referred to in the auditors' report and in other
sections of the filing as
Corphousing Group Inc. Please conform the Registrant's name within the
filing, as
appropriate.
7. Please enhance your disclosure related to deferred offering costs and
restricted cash. In
your response, address your accounting policies related to deferred
offering costs and tell
us about the general nature of the restrictions on cash.
2 - Summary of Significant Accounting Policies, page F-7
8. Please revise your footnote disclosure to provide expanded disclosure
related to your
refund policies. Your revised disclosure should include, but not be
limited to, the
following:
Please provide expanded disclosure of your business policies
related to refunds,
including what criteria must be met for customers to be eligible
for refunds, whether
partial refunds could be due based on certain criteria, and what
time period is
Brian Ferdinand
CORPHOUSING GROUP INC.
May 6, 2022
Page 3
expected to provide refunds.
Please provide expanded disclosure of your accounting policies
related to refunds,
including at what point in the process refunds are recognized.
Management, page 88
9. We note your disclosure regarding the Order Instituting Cease-and-Desist
Proceedings
pursuant to Section 8A of the Securities Act and Section 21C of the
Exchange Act issued
by the U.S. Securities and Exchange Commission on April 22, 2020 to Mr.
Brian
Ferdinand. Revise your disclosure to provide more detailed information
concerning the
nature of the issues and disclose the details involved in the
cease-and-desist order.
Include appropriate risk factor disclosure.
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
May 6, 2022 Page 3
cc: Brian L. Ross, Esq.
FirstName LastName