8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 11, 2022

CorpHousing Group Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41473	82-3334945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

212 Biscayne Blvd, Suite 253, Miami, Florida	33137
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (833) 723-7368

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	CHG	The Nasdaq Stock Market LLC

Item 7.01 Regulation FD Disclosure.

On or about October 11, 2022, representatives of CorpHousing Group Inc. (the “Company”) will begin making presentations using the Investor Presentation attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”) and incorporated herein by reference.  The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations made from time to time to investors, analysts and others during the fiscal year ending December 31, 2022.

The Investor Presentation includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears as slides 17 and 18 in the Investor Presentation. The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the Investor Presentation, among other places, to its comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors additional ways to view our operations, when considered with both our GAAP results and the reconciliation to net income(loss), which we believe provide a more complete understanding of our business than could be obtained absent this disclosure. We believe the Non-GAAP Financial Measures also provide investors a useful tool to assess shareholder value.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Investor Presentation (October 2022)(including Non-GAAP Financial Measures Reconciliation Tables)
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

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.

Dated:  October 11, 2022	CORPHOUSING GROUP INC.
	By:	/s/ Brian Ferdinand
		Name: Brian Ferdinand
		Title: Chief Executive Officer and Chairman

EX-99.1

Exhibit 99.1

Acquiring and managing a growing portfolio of short - term rental properties in major metropolitan cities. The Tuscany, New York City Investor Presentation October 2022

DISCLAIMER This presentation contains forward - looking statements, including with respect to the expected closing of noted lease transactions and continued closing on additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently and profitably the properties it leases and will lease in the future . These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those set forth under the caption “Risk Factors” in the prospectus forming part of the Company’s Registration Statement on Form S - 1 (File No . 333 - 262114 ), declared effective by the Securities and Exchange Commission (“SEC”) on August 11 , 2022 . Generally, such forward - looking information or forward - looking statements can be identified by the use of forward - looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved" . Forward - looking information may relate to anticipated events or results including, but not limited to business strategy, leasing terms, high - level occupancy rates, and sales and growth plans . The financial projections provided herein are based on certain assumptions and existing and anticipated market, travel and public health conditions, all of which may change . The forward - looking information and forward - looking statements contained in this presentation are made as of the date of this presentation, and the Company does not undertake to update any forward - looking information and/or forward - looking statements that are contained or referenced herein, except in accordance with applicable securities laws . The Company seeks to achieve profitable, long - term growth by monitoring and analyzing key operating metrics, including EBITDA . The Company defines EBITDA as net income before interest, taxes, and depreciation . The Company’s management uses this non - GAAP financial metric and related computations to evaluate and manage the business and to plan and make near and long - term operating and strategic decisions . The management team believes this non - GAAP financial metric is useful to investors to provide supplemental information in addition to the GAAP financial results . Management reviews the use of its primary key operating metrics from time - to - time . EBITDA is not intended to be a substitute for any GAAP financial measure and as calculated, may not be comparable to similarly titled measures of performance of other companies in other industries or within the same industry . The Company’s management team believes it is useful to provide investors with the same financial information that it uses internally to make comparisons of historical operating results, identify trends in underlying operating results, and evaluate its business . A reconciliation of net income to EBITDA is provided in the Company’s Quarterly Report on Form 10 - Q for the three and six months ended June 30 , 2022 which was filed with the SEC on September 26 , 2022 , under the section thereof entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reconciliation of Unaudited Historical Results to EBITDA” and on slide 17 and 18 hereto . 2

• Long - term Lease, Asset Light Business Model • Master Lease Agreements (MLAs) provide owners stable cash flow & maximized ROI • Growing Property Portfolio and Pipeline • Presence established in US, with plans to expand internationally • Leveraging Technology to Drive Results • Orphancy, ADRs, and RevPAR improving • Downside Tested • Business survived, and grew, during COVID • Benefits of Scale • Strong Q2 2022 results • Projecting significant continuing growth for FY 2022 and 2023 Lafayette Hotel, New Orleans OVERVIEW: Tech Enabled, Rental Arbitrage with Heroic Service 3

NET INCOME POSITIVE* ADVANCED REVENUE MANAGEMENT DISTRIBUTED SERVANT LEADERSHIP DISCIPLINED ACQUISITION STRATEGY KEY DIFFERENTIATORS 4 Source: See Company’s Form 10 - Q filed September 26, 2022.

Initial Strategy SUPPLY GROWTH & STRATEGY SHIFT 5 Multiple Opportunities Across Multiple Channels Replacing Traditional Overbearing Large Corporate Management Contracts COVID - Related Hotel Closures Empty Office To Hotel/Residence Conversions CLOSED DUE TO x OFFICE > HOTEL Multi - family STR Occupancy & Stabilization $ Transition to Current Strategy

Dynamic Intra - Day Pricing Continuous Market Assessments Proprietary Technology Designed to Maximize ADR, Occupancy, and Rankings on OTA Sites KEY DIFFERENTIATORS: ADVANCED REVENUE MANAGEMENT 6

Distributed Operations (Technology Enabled) Servant Leadership (Empower & Delegate) Heroic Service (“Save The Day”) Repeat Guests Minimal Overhead More With Less Reduces Expenses (Corporate Overhead, Marketing, HR, Sales Commissions, Customer Acquisition Cost, etc…) GUESTS & PROPERTY OWNERS TEAM MEMBERS VPs EXECS KEY DIFFERENTIATOR: DISTRIBUTED SERVANT LEADERSHIP 7

S UPERHEROES TM HOST/CONCIERGE P ROVIDE E XCEPTIONAL S ERVICE FOR G UESTS S IDE - K ICKS TM H EROES TM S ERVICE S UPPORT CHG L EADERSHIP RESIDENT MANAGER M AINTAIN VALUE FOR P ROPERTY O WNERS C LEANERS BIZDEV REPRESENTATIVE I NCREASE P ROFIT M ARGINS FOR CHG S ECURITY & V ERIFICATION EXTERNAL FOCUS INTERNAL SUPPORT EXTERNAL FOCUS INTERNAL SUPPORT M AINTENANCE HERO PROGRAM: “Save The Day” 8

HEROIC SERVICE OBJECTIVES: Repeat Guests, Lower CAC, and Reduced Commissions 9 I NFORMATION S HARED Social Media & Word - of - Mouth Marketing C OMMITTED TO RETURN Relationships Established For Repeat Visits E XPECTATIONS EXCEEDED Delighted People & Exceptional Experiences R AVE REVIEWS POSTED Public Recognition of Heroic Service H ASSLE - FREE EXPERIENCE Easy, Orderly, Pleasant Interactions O UR B RANDS R EMEMBERED Favorable & Easy Recognition of LuxUrban 9

ON - LINE TRAVEL AGENT PARTNERSHIPS 10

FINANCIAL OVERVIEW AND OUTLOOK 11 IDENTIFY $5.4 $8.3 $21.4 $19.3 $42 - $46 $100 - $110 Net Revenue (in MMs) CAGR (2019 - 2021) = 99% CAGR (2019 – 2023 E * ) = 110% * Measured at midpoint of estimate Net Revenue EBITDA $(0.1) $(4.0) $(0.6) $4.1 $7 - $9 $16 - $20 FY 2021 (1) FY 2020 (1) FY 2019 (1) 1H 2022 (2) FY 2022 (E) FY 2023 (E) (1) See audited financial statements included in Company’s Registration Statement of Form S - 1 (No. 333 - 2622117) (2) See unaudited financial statements included in Company’s Form 10 - Q filed September 26, 2022.

The Blakely Hotel, NYC (October 2021) • 118 - rooms • 15 - year lease • Refundable letter of credit / refundable security deposit Note: Calculated by using historical low / high Revenue Per Available Room (RevPAR) [[($103 or $160) x 365 days per year x 118 rooms] POTENTIAL ANNUAL NET REVENUE Low High ASSET LIGHT CASE STUDIES 12 Marriot Herald Square, NYC (April 2022) • 167 - rooms • 10 - year lease • Refundable letter of credit / refundable security deposit $4.4 M $6.9 M POTENTIAL ANNUAL NET REVENUE Low High $6.3 M $9.8 M Note: Calculated by using historical low / high Revenue Per Available Room (RevPAR) [[($103 or $160) x 365 days per year x 167 rooms]

POTENTIAL ANNUAL NET REVENUE Low High ASSET LIGHT CASE STUDIES 13 $3.0 M $4.7 M POTENTIAL ANNUAL NET REVENUE Low High $8.2 M $12.7 M Georgetown Suites Harbour Washington, DC (July 2022) • 80 - rooms • 10 - year lease • Refundable letter of credit / refundable security deposit Note: Calculated by using historical low / high Revenue Per Available Room (RevPAR) [[($103 or $160) x 365 days per year x 80 rooms] Downtown NYC Luxury Hotel (September 2022) • 217 - rooms • 15 - year lease • Refundable letter of credit / refundable security deposit Note: Calculated by using historical low / high Revenue Per Available Room (RevPAR) [[($103 or $160) x 365 days per year x 217 rooms]

POTENTIAL ANNUAL NET REVENUE Low High ASSET LIGHT CASE STUDIES 14 $4.7 M $7.2 M POTENTIAL ANNUAL NET REVENUE Low High $2.3 M $3.5 M Tuscany Hotel, NYC (September 2022) • 124 - rooms • 15 - year lease • Refundable letter of credit / refundable security deposit Note: Calculated by using historical low / high Revenue Per Available Room (RevPAR) [[($103 or $160) x 365 days per year x 124 rooms] Lafayette Hotel, New Orleans (September 2022) • 60 - rooms • 15 - year lease • Refundable letter of credit / refundable security deposit Note: Calculated by using historical low / high Revenue Per Available Room (RevPAR) [[($103 or $160) x 365 days per year x 60 rooms]

UNIT ECONOMICS: Profitable Despite Negative Effect of COVID Net Revenue Cost of Rev Gross Profit Net Income EBITDA 4Q 2021 (1) 1Q 2022 (1) 2Q 2022 (2) $18,055 $13,000 $5,056 $1,349 $3,731 15 $1,390 $4,146 $525 $2,963 $15,681 $18,997 $11,895 (1) See audited financial statements included in Company’s Registration Statement of Form S - 1 (No. 333 - 2622117) (2) See unaudited financial statements included in Company’s Form 10 - Q filed September 26, 2022. $13,750 $3,786 $5,247

2022 FINANCIAL RESULTS AND OUTLOOK Periods Ended June 30 (Unaudited, in 000s) Q2 2022 Q2 2021 6 Mos. 2022 6 Mos. 2021 FY 2022 (E) FY 2023 (E) Net Rental Revenue $10,201 $4,183 $19,301 $7,489 $42,000 - $46,000 $100,000 - $110,000 Cost of Revenue $7,345 $4,035 $13,931 $7,921 Gross Profit (Loss) $2,857 $148 $5,370 $(432) General & Administrative Expenses $886 $738 $1,865 $1,349 Income (Loss) Before Provision for Income Taxes $1,512 $(1,133) $2,932 $(2,440) Net Income (Loss) $762 $(1,133) $2,182 $(2,440) EBITDA* $2,108 $(590) $4,094 $(1,780) $7,000 - $9,000 $16,000 - $20,000 16 * Non - GAAP measure. See unaudited financial statements included in Company’s Form 10 - Q filed September 26, 2022, and Reconcilia tion on slide 17.

2022: RECONCILIATION OF NET INCOME (LOSS) TO EBITDA EBITDA is defined as net income or loss before the impact of interest, taxes and depreciation and amortization. EBITDA is a k ey measure of our financial performance and measures our efficiency and operating cash flow before financing costs, taxes and working capital needs. We u til ize EBITDA because it provides us with an operating metric closely tied to the operations of the business. Three Months Ended June 30 (unaudited) Six Months Ended June 30 (unaudited) 2022 2021 2022 2021 Net Income (loss) $ 762,409 $ (1,133,132) $ 2,181,842 $ (2,440,038) Provision for Income Taxes $ 750,000 $ — $ 750,000 $ — Interest and Financing cost $ 595,742 $ 542,764 $ 1,159,879 $ 660,007 Depreciation Expense $ — $ — $ 2,556 $ — EBITDA $ 2,108,151 $ (590,368) $ 4,094,277 $ (1,780,031) 17

FY 2019 - 2021 RECONCILIATION OF NET INCOME (LOSS) TO EBITDA EBITDA is defined as net income or loss before the impact of interest, taxes and depreciation and amortization. EBITDA is a k ey measure of our financial performance and measures our efficiency and operating cash flow before financing costs, taxes and working capital needs. We u til ize EBITDA because it provides us with an operating metric closely tied to the operations of the business. Twelve Months Ended December 31 2019 2020 2021 Net (Loss) Income $ (477,599) $ (4,615,725) $ (2,233,384) Interest and Financing cost $ 374,026 $ 577,769 $ 1,626,565 EBITDA $ (103,573) $ (4,037,956) $ (606,819) 18