As filed with the Securities and Exchange Commission on June 10, 2021
Registration No. 333-217578
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 11
TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES
PROCACCIANTI HOTEL REIT, INC.
(Exact Name of Registrant as Specified in Its Governing Instruments)
1140 Reservoir Avenue
Cranston, Rhode Island 02920-6320
(401) 946-4600
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
James A. Procaccianti
Procaccianti Hotel REIT, Inc.
1140 Reservoir Avenue
Cranston, Rhode Island 02920-6320
(401) 946-4600
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Ron M. Hadar
Procaccianti Hotel REIT, Inc.
1140 Reservoir Avenue
Cranston, Rhode Island 02920-6320
Tel: (401) 946-4600
Fax: (401) 943-6320
Heath D. Linsky Mary Katherine Rawls | Rosemarie A. Thurston Aaron C. Hendricson Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 (404) 881-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable following effectiveness of this Registration Statement.
If any of the Securities registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-217578
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of a “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | Non-accelerated filer x |
Smaller reporting company | x | 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 pursuant to Section 7(a)(2)(B) of the Securities Act. x
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 11 to the Registration Statement on Form S-11 (Registration No. 333-217578) is filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely to file exhibits that were not previously filed with respect to such Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than Item 36(b) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. | Financial Statements and Exhibits. |
(b) | Exhibits |
The following exhibits are filed as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 11 to the Registration Statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cranston, state of Rhode Island, on the 10th day of June, 2021.
PROCACCIANTI HOTEL REIT, INC. | ||
By: | /s/ James A. Procaccianti | |
| James A. Procaccianti Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 11 to the Registration Statement on Form S-11 has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | |||
/s/ James A. Procaccianti | Chief Executive Officer, President and Chairman of the Board of Directors | June 10, 2021 | |||
James A. Procaccianti | (Principal Executive Officer) | ||||
/s/ Gregory Vickowski | Chief Financial Officer, Treasurer and Director | June 10, 2021 | |||
Gregory Vickowski | (Principal Accounting Officer and Principal Financial Officer) | ||||
/s/ Lawrence Aubin | Independent Director | June 10, 2021 | |||
Lawrence Aubin | |||||
/s/ Thomas R. Engel | Independent Director | June 10, 2021 | |||
Thomas R. Engel | |||||
/s/ Ronald S. Ohsberg | Independent Director | June 10, 2021 | |||
Ronald S. Ohsberg | |||||
*By: | /s/ James A. Procaccianti | ||||
James A. Procaccianti | |||||
Attorney-in-fact |