UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On June 3, 2024, Stirling Hotels & Resorts, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the unregistered sale of equity securities pursuant to Item 3.02 of Form 8-K. The Number of Shares Sold and Gross Proceeds from the issuance and sale of the Company’s Class D and Class I common shares were incorrectly reported in the Original Form 8-K. Accordingly, the Company is filing this Amendment No. 1 on Form 8-K/A to correctly report the Number of Shares Sold and Gross Proceeds from the issuance and sale of the Company’s Class D and Class I common shares. Item 3.02 of the Original Form 8-K is hereby amended and restated to read in its entirety as set forth below. Except as expressly set forth herein, the disclosures made in the Original Form 8-K remain unchanged.
ITEM 3.02 | UNREGISTERED SALE OF EQUITY SECURITIES. |
On June 3, 2024, Stirling Hotels & Resorts, Inc. (the “Company”) issued and sold an aggregate of 1,032 common shares for gross proceeds of $26,500, based on the net asset value per share of the applicable class of common shares as of June 1, 2024. The offers and sales of these shares were made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. No upfront selling commissions or dealer manager fees were paid with respect to the sale of the common shares.
The following table details the common shares sold and gross proceeds by class:
Class | Number of Shares Sold | Gross Proceeds | ||||||
Class D | 19.4721 | $ | 500 | |||||
Class I | 973.6037 | $ | 25,000 | |||||
Class S | 19.4721 | $ | 500 | |||||
Class T | 19.4721 | $ | 500 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STIRLING HOTELS & RESORTS, INC. | ||
Dated: June 4, 2024 | By: | /s/ Stephen Zsigray |
Stephen Zsigray | ||
Chief Financial Officer |