Ferdinand Brian SC 13DCORPHOUSING / Ferdinand Brian ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

CorpHousing Group Inc.

(Name of Issuer)

Common stock, par value $0.00001 per share

(Title of Class of Securities)

21985R 105

(CUSIP Number)

Brian Ferdinand

Chairman and Chief Executive Officer

2125 Biscayne Blvd. Suite 253

Miami, Florida 33137

(833)-723-7368

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 16, 2022

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

This Schedule 13D is filed on behalf of Brian Ferdinand, an individual, THA Holdings LLC (“THA”), THA Family II Limited Liability Company (“THA Family II”), and SuperLuxMia LLC (“SuperLuxMia”), with respect to the common stock, par value $0.00001 per share (“Common Stock”), of CorpHousing Group Inc. (the “Issuer”). Mr. Ferdinand is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. THA is controlled by Mr. Ferdinand. THA Family II and SuperLuxMia are entities wholly owned by Mr. Ferdinand’s spouse and controlled by Mr. Ferdinand as their managing member.

Security: Common Stock

(a)             The reporting persons are Brian Ferdinand, THA, THA Family II and SuperLuxMia.

(b)            Each of Brian Ferdinand’s, THA’s, THA Family II’s and SuperLuxMia’s business address is 2125 Biscayne Blvd. Suite 253 Miami, Florida 33137.

(c)             As Chairman of the Board of Directors and Chief Executive Officer of the Issuer, Mr. Ferdinand’s principal business is to engage in the short-term rental of individual, multi-family and hotel units to guests across major metropolitan cities in the United States. Mr. Ferdinand has also served as Managing Member of THA and SuperLuxMia since their founding. THA Family II and SuperLuxMia are entities wholly owned by Mr. Ferdinand’s spouse and controlled by Mr. Ferdinand as their managing member. THA and THA Family II are family investment entities.

(d)            Neither of Mr. Ferdinand, THA, THA Family II or SuperLuxMia has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)             Neither THA, THA Family II or SuperLuxMia has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Mr. Ferdinand entered into an Offer of Settlement with the Securities and Exchange Commission on April 22, 2020, in connection with allegations that he, as a board member of Liquid Holdings Group Inc., (a) reviewed a Form 10-Q and signed a Form 10-K for the fiscal year 2013 that failed to disclose material facts of Liquid’s reliance on a related party entity (a principal customer of Liquid and a company of which Mr. Ferdinand was an owner) and from which Liquid received material subscription fees, and (b) failed to file required Forms 4 and amendments to Schedule 13D to reflect material changes to his ownership in Liquid’s shares of common stock, causing Liquid to violate Section 13(a), 13(d)(2) and 16(a) of the Exchange Act and related rules thereof. Mr. Ferdinand consented, without admitting or denying any findings, to a cease and desist order from any alleged secondary violations of Section 17(a)(2) of the Securities Act and 13(a) of the Exchange Act, which are non-scienter provisions in which negligence is sufficient to establish liability for causing a primary violation; and Section 13(d)(2) and Section 16(a) of the Exchange Act, which are personal security reporting provisions under which strict liability is sufficient to establish a violation. As a result of the settlement, Mr. Ferdinand was also required to pay a fine of $115,000.

(f)             Brian Ferdinand is a citizen of the United States. THA is a Delaware limited liability company. THA Family II is a Delaware limited liability company. SuperLuxMia is a Delaware limited liability company.

The source of the funds used by Mr. Ferdinand and his entities and affiliates to acquire the Common Stock reported on in this Schedule 13D was personal funds. See also Item 4 of this Schedule 13D, which information is incorporated herein by reference.

On August 16, 2022, in connection with the Issuer’s IPO, Mr. Ferdinand purchased 115,000 shares of the Issuer’s Common Stock for approximately $4.00 per share, or an aggregate of $460,000.00. Mr. Ferdinand used personal funds to purchase such shares of Common Stock. At the time of consummation of the IPO, certain debt of the Issuer held by Mr. Ferdinand’s entities was converted into shares of Common Stock. Specifically 73,333 shares of Common Stock was issued to SuperLuxMia upon conversion of a bridge note, and 150,000 shares of Common Stock was issued to THA Family II upon conversion of a bridge note. The other shares of Common Stock described hereon was owned by the respective reporting persons prior to the IPO.

Mr. Ferdinand is the Chairman of the Board and Chief Executive Officer of the Issuer and, with his beneficial ownership of approximately 63.5% of the outstanding shares of Common Stock, has the power to elect all of the directors of the Issuer and to control all matters that would require the vote of a majority of the outstanding shares of Common Stock of the Issuer. Mr. Ferdinand may later acquire additional securities of the Issuer. Brian Ferdinand intends to review his ownership of the Issuer on a continuing basis. Any actions Mr. Ferdinand might undertake with respect to the Common Stock may be made at any time and from time to time without prior notice and will be dependent upon his review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments relating to Brian Ferdinand.

Other than as described above, and except in accordance with his role as the Chairman of the Board and Chief Executive Officer of the Issuer, Mr. Ferdinand does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, he may change his purpose or formulate different plans or proposals with respect thereto at any time.

(a)-(b)         The aggregate number and percentage of Common Stock beneficially owned by Brian Ferdinand (on the basis of a total of 26,475,418 shares of Common Stock outstanding as of August 16, 2022) are as follows:

(c)             Mr. Ferdinand is the beneficial owner of 17,411,776 shares, or approximately 63.5%, of the Issuer’s outstanding Common Stock. This amount represents the 16,343,443 shares, or approximately 61.7%, of the Issuer’s outstanding Common Stock beneficially owned by THA, 512,500 shares, or approximately 1.9%, of the Issuer’s outstanding Common Stock beneficially owned by THA Family II, and 128,333 shares, or approximately 0.4%, of the Issuer’s Common Stock beneficially owned by SuperLuxMia, as described below. Mr. Ferdinand is the managing member of THA, THA Family II and SuperLuxMia, and, his wife controls THA Family II and SuperLuxMia, as such, Mr. Ferdinand may be deemed to beneficially own such shares. Mr. Ferdinand has sole voting and dispositive power over such shares.

(d)            Not applicable.

(e)             Not applicable.

See Item 4 of this Schedule 13D, which information is incorporated herein by reference.

Indemnification Agreement

Concurrently and in connection with the IPO, the Issuer and Mr. Ferdinand entered into an indemnification agreement (the “Indemnification Agreement”) pursuant to which the Issuer agreed to indemnify against any damages, liabilities, losses, taxes, fines, penalties, costs and expenses that may be sustained by Mr. Ferdinand in connection with any action he takes while a director, officer or as an agent on behalf of the Issuer. The above description of the Indemnification Agreement is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 10.10 to the Form 8-K filed by the Issuer with the SEC on March 23, 2022 (and is incorporated by reference herein as Exhibit 10.1).

Lock Up Agreement

The Issuer and Mr. Ferdinand have agreed, subject to limited exceptions, not to sell or transfer any Common Stock for 180 days after the effective date of the prospectus for the IPO without first obtaining the written consent of the representatives of the underwriters for the IPO (the “Lock Up Agreement”). Notwithstanding the foregoing, if the reported closing price of a share of Common Stock exceeds 200% of the per-share IPO price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “Price Threshold”) for five (5) consecutive trading days commencing on or after the 45th day after the IPO, Mr. Ferdinand shall be entitled to sell or transfer up to 250,000 shares of Common Stock, subject to compliance with all volume limitations and requirements under Rule 144. Additionally, if the reported closing price of a share of Common Stock exceeds the Price Threshold for five (5) consecutive trading days commencing on or after the 90th day after the IPO, Mr. Ferdinand shall be entitled to sell or transfer up to 250,000 additional shares of Common Stock, subject to compliance with all volume limitations and requirements under Rule 144. The two foregoing lock-up release provisions are cumulative.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.