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PART II—INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such jurisdiction. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending investors a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

Subject to Completion, dated December 21, 2017

PRELIMINARY OFFERING CIRCULAR

ASPEN REIT, INC.

1,675,000 Shares

Common Stock

           This preliminary offering circular, which we refer to as the Offering Circular, relates to an initial public offering of 1,675,000 shares of common stock, $0.01 par value per share at an initial public offering price of $20.00 per share of Aspen REIT, Inc. Prior to this offering, there has been no public market for our common stock. We intend to apply to list our common stock on the NYSE American exchange, or NYSE American, under the symbol "AJAX" and we expect our common stock to commence trading upon the closing of this offering.

           We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012. This Offering Circular follows the disclosure format of Part I of Form S-11 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

           We intend to elect and qualify to be taxed as a real estate investment trust, or a REIT, for U.S. federal income tax purposes, commencing with our taxable year ending December 31, 2018. To assist us in qualifying as a REIT, among other purposes, stockholders are generally restricted from owning more than 9.8% by value or number of shares, whichever is more restrictive, of our aggregate outstanding shares of all classes and series, the outstanding shares of any class or series of our preferred stock or our outstanding common stock. Our charter contains various other restrictions on the ownership and transfer of our shares, see "Description of Capital Stock—Restrictions on Ownership and Transfer."

           Investing in our common stock involves significant risks that are described in the "Risk Factors" section beginning on page 20 of this Offering Circular. You should carefully consider these risk factors prior to investing in our common stock.

           Maxim Group LLC, which we refer to as the Lead Agent, is acting as lead managing selling agent to offer the shares to prospective investors on a "best efforts" basis. In addition, the Lead Agent may engage one or more sub-selling agents or selected dealers, which we collectively with the Lead Agent refer to herein as the Selling Agents. The Selling Agents are not purchasing the shares offered by us, and they are not required to sell any specific number or dollar amount of the shares in this offering.

           The shares are being offered on a "best efforts/all or none" basis. The offering will commence on the date of the offering is qualified by the Commission. Except for funds from investors participating directly through Selling Agents, all investor funds received from the date of this Offering Circular to the closing date of this offering, which is expected to take place on                         , 2017, will be deposited into an escrow account maintained by Prime Trust, LLC, which we refer to as Prime Trust, as escrow agent until closing. The closing date is also the termination date of this offering. If, on the closing date, investor funds are not received for the full amount of shares to be sold in this offering, the offering will terminate and any funds received will be returned promptly, without interest or deduction.

           IN GENERAL, IF YOU ARE NOT AN "ACCREDITED INVESTOR" UNDER APPLICABLE SECURITIES LAWS, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR (I) ANNUAL INCOME OR (II) NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov. For more information concerning the procedures of this offering, please see "Plan of Distribution" beginning on page 171, including the sections "—Investment Limitations" and "—Procedures for Subscribing" therein.

           The Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Maxim Group LLC

The date of this Offering Circular is                                    , 2017

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        You should rely only on the information contained in this Offering Circular. We have not, and the Selling Agents have not, authorized anyone to provide you with additional information or information different from that contained in this Offering Circular. We are offering to sell, and seeking offers to buy, our shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this Offering Circular is accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or of any sale of shares of common stock. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

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MARKET AND INDUSTRY DATA AND FORECASTS

        Certain market and industry data included in this Offering Circular have been obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third-party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third-party information. We use market data, including certain forecasts, in the "Industry and Market Information" sections under the captions "Offering Circular Summary" and "Business." We have obtained this information from an appraisal of the St. Regis Aspen Resort prepared for us by Jones Lang LaSalle, or JLL, a nationally recognized appraiser, in connection with our loan agreement entered into in April 2017. Furthermore, the data from STR, Inc., or STR, regarding results of hotel operations is not, and should not be construed as, legal or investment advice, or as an endorsement of any property, a recommendation regarding any particular security or course of action, or a guarantee of future performance. We pay STR a fee for its industry reports, which we receive in the regular course of our business in connection with our operations.

        While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in this Offering Circular.

NOTICE REGARDING THE HOTEL MANAGER

        Neither Marriott International Inc. nor Starwood Hotels & Resorts Worldwide, Inc. and its subsidiaries, which we collectively refer to as our Hotel Manager, nor any of their affiliates (i) hold an ownership interest in the St. Regis Aspen Resort Hotel, (ii) are a party to, or participant in, this offering, or (iii) are responsible for any disclosures or other information set forth herein.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements included in this Offering Circular and the documents incorporated into this Offering Circular by reference are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, we intend to identify forward-looking statements.

        The forward-looking statements contained in this Offering Circular reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement.

        Statements regarding the following subjects, among others, may be forward-looking:

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the use of the net proceeds of this offering;



•

market trends in our industry, interest rates, the debt and lending markets or the general economy;



•

changes in weather, including changes in annual snowfall in the Aspen region and at other ski resorts regionally, nationally and internationally;



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adverse events that occur during our peak operating periods combined with the seasonality of our business;



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our business and investment strategy;



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availability of qualified personnel;



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our operating performance and projected operating results;



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projected capital expenditures;



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the state of the U.S. economy generally and in the Colorado or Aspen regions, and global economic trends;



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levels of spending in the business, travel and leisure industries, as well as consumer confidence;



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changes in consumer tastes and preferences;



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a deterioration in the quality or reputation of the St. Regis brand;



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declines in occupancy, average daily rate, or ADR, and revenue per available room, or RevPAR, and other hotel operating metrics;



•

financing risks, including the risk of leverage and the corresponding risk of default on our mortgage loans and other debt and potential inability to refinance or extend the maturity of existing indebtedness;



•

compliance with the covenants and restrictions included in our loan agreement and related guaranty;



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changes in interest rates and the degree to which any hedging strategies we may use adequately protect us from interest rate volatility;



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changes in the value of our asset;

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impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;



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actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies;



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our ability to qualify, and maintain our qualification, as a REIT for U.S. federal income tax purposes;



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risks relating to our externally managed structure;



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our relationship and agreements with Sheraton Operating Company, our hotel manager;



•

changes to the Starwood Preferred Guests guest loyalty program;



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estimates relating to our ability to make distributions to our stockholders in the future; and



•

our understanding of our competition.

        The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described in this Offering Circular under the headings "Offering Circular Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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RISK FACTORS

        An investment in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors, together with the other information contained in this Offering Circular. If any of the risks discussed in this Offering Circular occurs, our business, financial condition, liquidity and results of operations could be materially and adversely affected. If this were to happen, the price of our common stock could decline significantly and you could lose a part or all of your investment.

Risks Related to Our Business

The St. Regis Aspen Resort is our only real estate asset so our business is greatly exposed to the risks associated with that asset.

        Although nothing in our charter or bylaws prevents us from acquiring other assets, including other hotels, in the future, upon completion of this offering and our contribution transactions, our investment will be, and is expected to continue to be, concentrated in a single asset—the St. Regis Aspen Resort. Our business would be materially adversely affected by harm or damage to the St. Regis Aspen Resort or its reputation in a way that cannot be quickly resolved and remedied. This concentration of risk in a single asset exposes us to greater risks associated with that asset than if our investments were more numerous and diversified.

We are dependent on our Manager, which is a newly-formed, majority owned subsidiary of Elevated Returns, which in turn is wholly owned by Mr. De Baets, our chairman, chief executive officer and president, for our success. We may not be able to find a suitable replacement for our Manager if our management agreement is terminated or if Mr. De Baets is unable for any reason to perform his duties.

        We do not expect to have any employees and we rely completely on our Manager to perform certain services for us. We have no separate facilities and are completely reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies. We depend on the diligence, skill and network of business contacts of our Manager. In addition, we offer no assurance that our Manager will remain our manager. The initial term of our management agreement with our Manager only extends until the third anniversary of the closing of this offering, with automatic one-year renewals thereafter. If the management agreement is terminated, and no suitable replacement is found to manage us, we may not be able to execute our business plan.

        In addition, our success depends, to a significant extent, on the continued services of Stephane De Baets, Michael Wirth and the rest of our senior management team. As an externally managed company, our key personnel, including Messrs. De Baets and Wirth, will not be exclusively dedicated to our operations and may devote a substantial portion of their working time to matters unrelated to our business. We have not dedicated any particular number of employees to our business and do not require any employee-hour commitment to our business.

        Mr. De Baets has established an extensive network of lodging industry contacts and relationships, including relationships with global and national hotel brands, hotel owners, financiers, operators, commercial real estate brokers, developers and management companies. Additionally, if Mr. De Baets no longer either (i) controls our Manager or (ii) is our chief executive officer or chairman of our board of directors, we could be in violation of the covenants in our loan agreement. See "—Restrictive covenants in our loan agreement contain provisions limiting our ability to issue shares and OP units, and limiting non-publicly traded interests in the St. Regis Aspen Resort, which could have a material adverse effect on us." Although we have secured a $5.0 million "key person" life insurance policy, we do not otherwise maintain "key person" life insurance on any of our employees, and there can be no assurance that the amount of such coverage will be sufficient to offset any adverse economic effects on

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our operations. Therefore, the loss of services of Mr. De Baets or other members of our senior management team would likely harm our business and our prospects.

Our management has very limited experience operating a REIT and operating a public company and therefore may have difficulty in successfully and profitably operating our business, or complying with regulatory requirements.

        Prior to the completion of this offering, our management has had very limited experience operating a REIT and operating a public company. As a result, we cannot assure you that we will be able to successfully operate as a REIT, execute our business strategies as a public company, or comply with regulatory requirements applicable to public companies and REITs.

We are dependent on the performance of our Hotel Manager and could be materially and adversely affected if our Hotel Manager does not manage the St. Regis Aspen Resort in our best interests.

        Since U.S. federal income tax laws restrict REITs and their subsidiaries from operating or managing hotels, we will not operate or manage the St. Regis Aspen Resort. Instead, we will lease the St. Regis Aspen Resort to our TRS, which will retain the Hotel Manager to operate the St. Regis Aspen Resort pursuant to a hotel management agreement. We could be materially and adversely affected if our Hotel Manager fails to provide quality services and amenities, fails to maintain a quality brand name or otherwise fails to manage the St. Regis Aspen Resort in our best interest. We will not have the authority to require the St. Regis Aspen Resort to be operated in a particular manner or to govern any particular aspect of the daily operations of the St. Regis Aspen Resort. Thus, even if we believe that the St. Regis Aspen Resort is being managed inefficiently or in a manner that does not result in satisfactory occupancy, ADR and RevPAR, we may not be able to make our Hotel Manager change its method of operating the St. Regis Aspen Resort. Our results of operations, financial position, cash flows and our ability to service debt and to make distributions to stockholders are, therefore, dependent on the ability of our Hotel Manager to operate the St. Regis Aspen Resort successfully.

        In addition, from time to time, disputes may arise between us and our Hotel Manager regarding its performance or compliance with the terms of the hotel management agreement, which in turn could adversely affect our results of operations. We generally will attempt to resolve any such disputes through discussions and negotiations; however, if we are unable to reach satisfactory results through discussions and negotiations, we may choose to terminate our hotel management agreement, litigate the dispute or submit the matter to third-party dispute resolution, the outcome of which may be unfavorable to us.

        In the event that our hotel management agreement is terminated, we can provide no assurances that we could find a replacement hotel manager in a timely manner, or at all, or that any replacement manager will be successful in operating the St. Regis Aspen Resort. Furthermore, if our Hotel Manager is financially unable or unwilling to perform its obligations pursuant to our hotel management agreement, our ability to find a replacement manager for the St. Regis Aspen Resort could be challenging and time consuming and could cause us to incur significant costs to obtain a new hotel management agreement for the hotel. Accordingly, if we lose our hotel management agreement, the operations at the St. Regis Aspen Resort could be materially and adversely affected, which could have a material adverse effect on us.

Adverse economic or other conditions in the specific market in which we do business, and the market more broadly, could negatively affect our occupancy levels and rates and therefore our operating results.

        The St. Regis Aspen Resort is located in Aspen, Colorado. Aspen is a mountain resort community, which is currently one of the most expensive residential and lodging real estate markets in the United

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States. Aspen's local economy depends heavily on the vacation, travel, tourism and recreation industries. As a result, we may be adversely affected by such factors as:

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national global economic recessions and downturns and corresponding declines in discretionary vacation, travel, tourism and recreational spending levels;



•

national and international travel downturns and restrictions;



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the accessibility and convenience of airline flights into the Aspen airport, which can be affected by severe winter weather;



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overall weather patterns and natural conditions in Aspen and in Colorado, such as the amount and timing of snow in Aspen during the ski season or major forest fires in the summer;



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trends regarding the use of competing mountain and other resort facilities and areas, and the development of new resort facilities and areas both in the Aspen area and in other desirable resort locations;



•

demographic trends regarding vacation and recreational preferences for skiing and other mountain area activities; and



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possible future changes in the currently restrictive Aspen zoning regulations which may make it easier for competing real estate projects to be developed, which in turn may reduce the current premium prices paid for existing Aspen lodging facilities.

The "St. Regis" brand is not under our control, and negative publicity related to the St. Regis brand name, or our inability to continue to use the St. Regis brand name, could materially adversely affect our business.

        We believe the "St. Regis" brand, which is integral to our corporate identity, represents high-end, luxury lodging. For so long as our hotel management agreement is in effect, our hotel will be operated under the St. Regis brand. However, there can be no guarantee that our Hotel Manager will elect to extend the term of the agreement at the expiration of the initial term or that we will be able to enter into a new hotel management with our Hotel Manager at the end of the term. In addition, our hotel management agreement provides that in the event our Hotel Manager decides that it cannot operate the hotel in accordance with the operating standards set forth in the hotel management agreement, it may elect to disassociate the hotel from the St. Regis brand. In the event that we are no longer able to use the St. Regis brand name, our business could be materially and adversely affected.

        In addition, the St. Regis brand is licensed to and used by a number of other hotels operated by Starwood. We rely on the general goodwill of consumers towards the St. Regis brand as part of our external marketing strategy. Consequently, any adverse publicity towards the St. Regis brand name, or more generally, Starwood or Marriott, which own the St. Regis brand, or in relation to another St. Regis hotel over which we have no control or influence, could have a material adverse effect on our business.

Changes to the Starwood Preferred Guests, or SPG, guest loyalty program could adversely impact our revenues and ability to pay dividends.

        We have been advised by Marriott that they intend to revise the SPG guest loyalty program for us beginning March 1, 2018. During 2016 and the first nine months of 2017, our revenues under this program were $3.3 million and $5.1 million, respectively. Although we continue to discuss with Marriott the details regarding such changes, there is a risk that any changes could result in a decrease in revenues to us which could reduce our profitability and could materially and adversely affect our results of operations and ability to pay dividends.

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Our ability to make distributions to our stockholders may be adversely affected by various operating risks common to the lodging industry, including competition, over-building in the Aspen, Colorado market and dependence on business travel and tourism in Aspen, Colorado.

        Hotels have different economic characteristics than many other real estate assets. A typical office property, for example, has long-term leases with third-party tenants, which provides a relatively stable long-term stream of revenue. Hotels, on the other hand, generate revenue from guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels at the St. Regis Aspen Resort to change every day, and results in earnings that can be highly volatile.

        In addition, the St. Regis Aspen Resort is subject to various operating risks common to the lodging industry, many of which are beyond our control, including, among others, the following:

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competition from other hotels in the market in which we operate;



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loss of arrangements for the St. Regis Aspen Resort to be the venue for high-profile events;



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over-building of hotels in the market in which we operate, which results in increased supply and will adversely affect occupancy and revenues at the St. Regis Aspen Resort;



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introduction of new concepts and products such as Airbnb®, HomeAway® and VRBO®;



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dependence on business and commercial travelers and tourism;



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increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists;



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requirements for periodic capital reinvestment to repair and upgrade the St. Regis Aspen Resort;



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increases in operating costs due to inflation and other factors that may not be offset by increased room rates;



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changes in interest rates;



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changes in the availability, cost and terms of financing;



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changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;



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adverse effects of international, national, regional and local economic and market conditions;



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unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns, including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as tornadoes, blizzards or earthquakes; and



•

adverse effects of continued or worsening conditions in the lodging industry.

        The occurrence of any of the foregoing could materially and adversely affect us.

Competition from other luxury hotels in Aspen, Colorado and alternative lodging companies could have a material adverse effect on our results of operations.

        The lodging industry is highly competitive. The St. Regis Aspen Resort competes with other hotels for guests in Aspen, Colorado based on a number of factors, including location, convenience, brand affiliation, room rates, range of services and guest amenities or accommodations offered and quality of customer service. Competition is specific to the individual market in which the St. Regis Aspen Resort is located and includes competition from existing and new hotels, as well as alternative lodging companies such as Airbnb®, HomeAway® and VRBO®. Our competitors may have an operating model

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that enables them to offer rooms at lower rates than we can, which could result in our competitors increasing their occupancy at our expense. In addition, our hotel management agreement does not contain any prohibition on Starwood opening hotels that would compete with the St. Regis Aspen Resort, and three new hotels are scheduled to open in Aspen in the next five years, including another hotel affiliated with Starwood, which would compete directly with the St. Regis Aspen Resort for loyalty rewards program business. Competition could adversely affect our occupancy, ADR and RevPAR, and may require us to provide additional amenities or make capital improvements that we otherwise would not have to make, which could reduce our profitability and could materially and adversely affect our results of operations.

If there are deficiencies in our disclosure controls and procedures or internal control over financial reporting, we may be unable to accurately present our financial statements or prevent fraud, which could materially and adversely affect us.

        As a publicly traded company, we will be required to report our financial statements on a consolidated basis. Effective internal controls are necessary for us to accurately report our financial results. Section 404 of the Sarbanes-Oxley Act will require us to evaluate and report on our internal control over financial reporting. However, for as long as we are an "emerging growth company" under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We could be an "emerging growth company" for up to five years.

        An independent assessment of the effectiveness of our internal controls could detect problems that our management's assessment might not. There can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Furthermore, as we grow our business, our internal controls will become more complex, and we may require significantly more resources to ensure our internal controls remain effective. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations that could require a restatement, failing to meet our public company reporting obligations and causing investors to lose confidence in our reported financial information, which could materially and adversely affect us.

The St. Regis Aspen Resort may not continue to be the venue chosen for high-profile events.

        Historically, the St. Regis Aspen Resort has been the venue for various high-profile events, such as the Aspen Valley Polo Club, Après Ski Cocktail Classic and Wintersköl Awards Dinner. These events increase the St. Regis Aspen Resort's visibility in the media and typically directly or indirectly increase occupancy and increase food and beverage revenues.

        However, whether the St. Regis Aspen Resort will be selected as a venue for a high-profile event is largely out of our control. The dates of an event and the requested venue size can be limiting factors for our potential clients. Additionally, our Manager and Hotel Manager attempt to maintain relationships with our event-related clients, but if key personnel at our Manager or Hotel Manager are no longer involved in our business, we may lose the business of certain event-related clients. If the number of high-profile events at the St. Regis Aspen Resort decreases, or the St. Regis Aspen Resort is no longer chosen for high-profile events at all, our operating results could be adversely affected.

There are risks associated with our indebtedness, which is secured by our only asset, the St. Regis Aspen Resort.

        Upon the completion of this offering and the contribution transactions, our only long-term debt is expected to be a $120.0 million mortgage on the St. Regis Aspen Resort, which was entered into on April 3, 2017 with Garfield SRA Mortgage Investment, LLC. As of the date of this Offering Circular,

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the principal amount outstanding under the mortgage was $120.0 million. Our level of debt and the limitations imposed on us by our mortgage could have significant adverse consequences, including the following:

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our cash flow may be insufficient to meet our required principal and interest payments;



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we may be unable to borrow additional funds as needed or on attractive terms, including to make acquisitions or to continue to make distributions required to maintain our qualification as a REIT;



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we may be unable to refinance our mortgage at maturity or the refinancing terms may be less favorable than the terms of our current mortgage;



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we may be forced to dispose of the St. Regis Aspen Resort, possibly on disadvantageous terms;



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after debt service, the amount available for cash distributions to our stockholders is reduced;



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our debt level could place us at a competitive disadvantage compared to our competitors with less debt;



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we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;



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we may default on our obligations under our mortgage and our lender may foreclose on the St. Regis Aspen Resort; and



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we may violate restrictive covenants in our loan agreement governing our mortgage, which would entitle the lender to accelerate our debt obligations.

Restrictive covenants in our loan agreement contain provisions limiting (1) our ability to issue shares of common stock in the future and (2) transfers of ownership interests by certain holders.

        Our loan agreement with our senior mortgage lender includes restrictive covenants that could limit (1) our ability to issue shares of common stock in the future and (2) the ability of certain of our holders of OP units to transfer their OP units. Our loan agreement provides that any issuance of common stock by us or a transfer of the ownership interests in us by Mr. De Baets and Ravipan Jaruthavee, the majority owner of the St. Regis Aspen Resort, prior to the completion of this offering and the contribution transactions, will be permitted only if following such issuance or transfer, as the case may be, (i)(a) Mr. De Baets continues to own, directly or indirectly, at least 10.0% of our equity interests, including for this purpose his interests in our operating partnership and (b) Mr. De Baets has the right to receive at least 10.0% of the distributions, including for this purpose, his right to receive distributions from our operating partnership and (ii) Mr. De Baets and Ms. Jaruthavee collectively (a) own, directly or indirectly, at least 51.0% of the equity interests in us, including for this purpose their aggregate interests in our operating partnership and (b) have the right to at least 51.0% of the distributions, including for this purpose, their collective rights to distributions from our operating partnership. See "Our Mortgage Financing" for more information on our loan agreement.

        Accordingly, we may not be able to issue additional shares of our common stock in the future unless we were able to obtain a waiver of these conditions. In addition, if Mr. De Baets or Ms. Jaruthavee were to transfer their ownership interests in us we may be in breach of the ownership requirements in our loan agreement, which could have a material adverse effect on our company. To mitigate this risk, our operating partnership has entered into a lock-up agreement with our Predecessor that provides that our Predecessor may not redeem or otherwise transfer any of its OP units during the term of our loan agreement without our prior written consent. In addition, the lock-up agreement provides that our Predecessor cannot make distributions of OP units to its stockholders unless Mr. De

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Baets and Ms. Jaruthavee agree to be subject to lock-up agreements with our operating partnership on the same terms as our lock-up agreement described above with our Predecessor.

We could be in default under our loan agreement if the guarantors of our mortgage fail to meet certain financial covenants.

        Mr. De Baets and ER Merry Way LP, or ER Merry Way, 315 East Dean Associates, Inc.'s indirect majority shareholder, have guaranteed our mortgage on the St. Regis Aspen Resort, but the guarantee is triggered only upon the occurrence of certain "bad acts" by us. See "Financing—Guaranty." Our loan agreement also provides that if Mr. De Baets and ER Merry Way, collectively, fail to maintain a net worth (as defined in the loan agreement) of at least $20.0 million and cash liquidity of at least $5.0 million, we would be in default under our loan agreement and our lender could exercise all remedies available to it, including accelerating our debt or foreclosing on the St. Regis Aspen Resort. Whether Mr. De Baets and ER Merry Way continue to meet these net worth and liquidity requirements is out of our control. As a result, we may unexpectedly be in default under our loan agreement because of their failure to meet these requirements, and this could have a material adverse effect on our business.

Our loan agreement may restrict our ability to make distributions to our stockholders.

        Our loan agreement with our senior mortgage lender provides that in the event of (i) a failure by us to meet certain minimum debt yield thresholds resulting in a cash sweep period, (ii) a continuing event of default, (iii) a material default (after the expiration of any applicable notice and cure periods) by our Hotel Manager under the hotel management agreement, (iv) our Hotel Manager filing or being the subject of a bankruptcy petition, (v) a trustee or receiver being appointed for the Hotel Manager's assets, or (vi) our Hotel Manager being adjudicated insolvent or making an assignment for the benefit of creditors, we are not permitted to make distributions to our stockholders, even if necessary to maintain our REIT qualification. While we consider any of the foregoing events to be unlikely, such an event is beyond our control. As a result, we may unexpectedly be unable to make distributions to stockholders and maintain our REIT qualification, which could have a material adverse effect on our business and the value of our common stock. See "Our Mortgage Financing" for more information on our loan agreement.

The cyclical nature of the lodging industry may cause fluctuations in our operating performance, which could have a material adverse effect on us.

        The lodging industry historically has been highly cyclical in nature. Fluctuations in lodging demand and, therefore, operating performance, are caused largely by general economic and local market conditions, which subsequently affect levels of business and leisure travel. In addition to general economic conditions, new hotel room supply is an important factor that can affect the lodging industry's performance, and overbuilding has the potential to further exacerbate the negative impact of an economic recession. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. We can provide no assurances regarding whether, or the extent to which, lodging demand will rebound or whether any such rebound will be sustained. An adverse change in lodging fundamentals could result in returns that are substantially below our expectations or result in losses, which could have a material adverse effect on us.

The seasonality of the lodging industry could have a material adverse effect on us.

        The lodging industry is seasonal in nature, which can be expected to cause quarterly fluctuations in our revenues. Our quarterly earnings may be adversely affected by factors outside our control, including weather conditions and poor economic factors in the specific market in which we operate. For example, the St. Regis Aspen Resort generally experiences higher revenues in the months of December through

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June. This seasonality can be expected to cause periodic fluctuations in the St. Regis Aspen Resort's room revenues, occupancy levels, room rates and operating expenses. We can provide no assurances that our cash flows will be sufficient to offset any shortfalls that occur as a result of these fluctuations. Consequently, volatility in our financial performance resulting from the seasonality of the lodging industry could have a material adverse effect on us.

Many of our real estate-related costs will not decrease even if revenues from the St. Regis Aspen Resort decrease.

        Many costs, such as real estate taxes, insurance premiums and maintenance costs, generally are not reduced even when a hotel is not fully occupied, room rates decrease or other circumstances cause a reduction in revenues. If we are unable to offset these fixed costs with sufficient revenues from the St. Regis Aspen Resort, our financial performance could be materially and adversely affected.

As a REIT, it may be more difficult for us to fund capital expenditures.

        The St. Regis Aspen Resort has an ongoing need for renovations and other capital improvements, including replacements, from time to time, of furniture, fixtures and equipment. We may not be able to fund capital improvements on the St. Regis Aspen Resort solely from cash provided from our operating activities because we must distribute at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gains, to maintain our qualification as a REIT, and we are subject to tax on any retained income and gains. As a result, our ability to fund capital expenditures through retained earnings is very limited. Consequently, we expect to rely upon the availability of debt or equity capital to fund capital improvements. In addition, our organizational documents do not limit the amount of debt we can incur. If we are unable to obtain the capital necessary to make required periodic capital expenditures and renovate the St. Regis Aspen Resort on attractive terms, or at all, our financial condition, liquidity and results of operations could be materially and adversely affected.

Increases in interest rates may increase the cost of hedging our interest expense and adversely affect our cash flow and our ability to service our indebtedness and make cash distributions to our stockholders.

        Upon the completion of this offering and the contribution transactions, our only long-term debt is expected to be a $120.0 million mortgage on the St. Regis Aspen Resort. As of the date of this Offering Circular, the principal amount outstanding under the mortgage was $120.0 million. The interest rate is 4.55% (subject to adjustment if the lender exercises its rights to bifurcate the promissory note), plus the applicable one month LIBOR rate, which was approximately 5.79% as of September 30, 2017. We are required under our loan agreement to enter into a rate cap agreement. In connection with the completion of this offering and the contribution transactions, we will have assumed the existing rate cap agreement and hedged against a potential rise in one-month LIBOR above 3.0%.

        Our hedging arrangements may not be effective in reducing our exposure to interest rate changes and they involve risks, such as the risk that the counterparty may fail to honor its obligations under an arrangement. There is no assurance that a potential counterparty will perform its obligations under a hedging arrangement or that we will be able to enforce such an arrangement. Additionally, the credit markets have recently experienced historic lows in interest rates. As the overall economy strengthens, it is possible that monetary policy will continue to tighten further, resulting in higher interest rates.

        Interest rates on variable-rate debt could increase in the near future, which could increase our financing costs and hedging costs, and decrease our cash flow and our ability to pay cash distributions to our stockholders. Additionally, the failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations and ability to make cash distributions to our stockholders.

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We could become more highly leveraged in the future because our organizational documents contain no limitation on the amount of debt we may incur.

        Our organizational documents contain no limitations on the amount of indebtedness that we or our operating partnership may incur. We could increase our total outstanding indebtedness at any time. If we become more highly leveraged, the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated cash distributions and/or to continue to make cash distributions to maintain our REIT qualification, and could harm our financial condition.

Disruptions in the financial markets could affect our ability to refinance our existing debt on reasonable terms or at all and have other adverse effects on us.

        Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on attractive terms (or at all), which may negatively affect our ability to make improvements to our property. In addition, we have approximately $120.0 million of debt outstanding which will mature on April 1, 2019. If interest rates are higher when we refinance this debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plans accordingly. In addition, these factors may make it more difficult for us to sell our property or may adversely affect the price we receive for our property, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing.

Costs associated with complying with the Americans with Disabilities Act of 1990, or the ADA, may result in unanticipated expenses.

        Under the ADA, places of public accommodation are required to meet certain U.S. federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional U.S. federal, state and local laws may also require modifications to the St. Regis Aspen Resort, or restrict certain further renovations, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our properties substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of the St. Regis Aspen Resort to determine its compliance. If the St. Regis Aspen Resort is not in compliance with the ADA or other legislation, then we would be required to incur additional costs to bring the St. Regis Aspen Resort into compliance. If we incur substantial costs to comply with the ADA or other legislation, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our debt service obligations and to make cash distributions to our stockholders could be adversely affected.

Environmental compliance costs and liabilities associated with operating the St. Regis Aspen Resort may affect our results of operations.

        Under various U.S. federal, state and local laws, ordinances and regulations, owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. Such laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances or materials. The presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect the owner's or operator's ability to lease, sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal

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or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-containing materials into the air and third-parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.

        Certain environmental laws also impose liability, without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated materials upon owners and operators of contaminated property even after they no longer own or operate the property. Moreover, the past or present owner or operator from which a release emanates could be liable for any personal injuries or property damages that may result from such releases, as well as any damages to natural resources that may arise from such releases.

        Certain environmental laws impose compliance obligations on owners and operators of real property with respect to the management of hazardous materials and other regulated substances. For example, environmental laws govern the management of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions.

        No assurances can be given that any prior owner or operator of the St. Regis Aspen Resort did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to the St. Regis Aspen Resort. There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental liability.

We may become subject to litigation or threatened litigation that may divert management's time and attention, require us to pay damages and expenses or restrict the operation of our business.

        We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management's ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business. We also could be sued for personal injuries and/or property damage occurring at the St. Regis Aspen Resort. The liability insurance we maintain may not cover all costs and expenses arising from such lawsuits.

Our business is subject to the risks of fires and other natural catastrophic events and to interruption by man-made problems such as computer viruses or terrorism.

        Our systems and operations are vulnerable to damage or interruption from fires, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, operating results and financial condition. Our IT systems may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential intellectual property or client data. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting the Aspen area, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively impact our ability to run our business, which could have an adverse effect on our operating results and financial condition.

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Future terrorist attacks or changes in terror alert levels could materially and adversely affect our business.

        Previous terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and hospitality industries since 2001, often disproportionately to the effect on the overall economy. The extent of impact that actual or threatened terrorist attacks in the U.S. or elsewhere could have on domestic and international travel and our business in particular cannot be determined, but any such attacks or the threat of such attacks could directly affect the value of the St. Regis Aspen Resort through damage, destruction or loss and could have a material adverse effect on travel and hotel demand, our ability to finance our business and our ability to insure the St. Regis Aspen Resort. Any of these events could materially and adversely affect our business, our operating results and our prospects.

Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition, operating results and cash flow.

        We maintain comprehensive liability, fire, flood and earthquake insurance with respect to the St. Regis Aspen Resort. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to tornadoes, blizzards, riots, acts of war or terrorism. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from our property. In addition, if any such loss is insured, we may be required to pay significant amounts on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. As a result, our operating results may be adversely affected.

Pursuant to the JOBS Act, we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies for so long as we are an "emerging growth company."

        We are an "emerging growth company" as defined in the JOBS Act and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an "emerging growth company." We would cease to be an "emerging growth company" if we have more than $1.07 billion in annual gross revenues, we have more than $700.0 million in market value of our shares held by non-affiliates, or we issue more than $1.0 billion of non-convertible debt over a three-year period. If we take advantage of any or all of these exceptions, we cannot predict if some investors will find our common stock less attractive. As a result, there may be a less active trading market for our common stock and our share price may be more volatile.

        In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that the company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies for as long as we maintain our emerging company status and do not revoke this election. Accordingly, the accounting standards that we apply while we remain an emerging growth company may differ materially from the accounting standards applied by other similar public companies, including emerging growth companies that have elected to opt out of this extended

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transition period. This election could have a material impact on our financial statements and the comparability of our financial statements to the financial statements of similar public companies. This potential lack of comparability could make it more difficult for investors to value our securities, which could have a material impact on the price of our common stock.

We are a smaller reporting company and the reduced reporting requirements available to smaller reporting companies may make our common stock less attractive to investors.

        We are a "smaller reporting company," as defined in the Securities Act. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding historical financial statements, reduced executive compensation disclosure requirements in our periodic reports, registration statements, and proxy statements and exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. We will remain a smaller reporting company until the beginning of a year in which we would have a public float of $75.0 million held by non-affiliates as of the last business day of the second quarter of the prior year.

Risks Related to Our Structure and Our Relationship with Our Manager

If the ownership of our common stock on a fully diluted basis continues to be highly concentrated, it will prevent you and other minority stockholders from influencing corporate decisions.

        Upon the completion of this offering and the contribution transactions, we expect that our Predecessor will own approximately 51.0% of the equity interests in our operating partnership. All of our Predecessor's interests are expected to be held as OP units; however, OP units are redeemable for cash, or at our option, for shares of our common stock on a one-to-one basis beginning one year after the completion of this offering. Additionally, change of control transactions will require the approval of at least a majority of the holders of shares of our common stock and OP units voting as a single class. Furthermore, the terms of our loan agreement restrict certain transfers of shares of our common stock or OP units by Mr. De Baets or Ms. Jaruthavee, or issuances by us of such securities, unless certain conditions are met, including that (i)(a) Mr. De Baets continues to own, directly or indirectly, at least 10.0% of our equity interests when taken together with his interests in our operating partnership and (b) Mr. De Baets has the right to at least 10.0% of the distributions, when taken together with his right to distributions from our operating partnership and (ii) Mr. De Baets and Ms. Jaruthavee (a) own collectively, directly or indirectly, at least 51.0% of the equity interests in us when taken together with their aggregate interests in our Operating Partnership and (b) collectively, have the right to at least 51.0% of the distributions, when taken together with their collective rights to distributions from our Operating Partnership.

        This concentration of ownership may delay, deter or prevent acts that would be favored by other holders. Also, our larger stockholders (on a fully diluted basis) may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change of control or the sale of all or substantially all of our interest in the St. Regis Aspen Resort. In addition, this concentration of ownership may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with a significant concentration of ownership.

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Compliance with the requirements of the Exchange Act and the Sarbanes-Oxley Act could result in higher operating costs and adversely affect our results of operations.

        Upon the completion of this offering and the contribution transactions, we will be subject to the periodic reporting, proxy solicitation, insider trading prohibitions and other obligations imposed under the Exchange Act. In addition, certain of the provisions of the Sarbanes-Oxley Act will immediately become applicable to us. Compliance with these requirements will increase our legal, accounting and other compliance costs and the cost of directors' and officers' liability insurance, and will require management to devote substantial time and effort to ensure initial and ongoing compliance with these obligations. A key component of compliance under the Exchange Act is to produce quarterly and annual financial reports within prescribed time periods after the close of our fiscal year and each fiscal quarter. Historically, we have not been required to prepare such financial reports within these time periods. Failure to satisfy these reporting requirements may result in delisting of our common stock by the NYSE American, and inquiries from or sanctions by the Commission. We expect these rules, regulations and requirements to significantly increase our accounting, legal, compliance and other costs and to make some activities more time-consuming and costly. We may also need to hire additional accounting, legal, compliance and administrative staff with experience working for public companies. However, we may be unable to hire such additional staff on terms that are favorable to us, or at all. In addition, such additional staff may not be able to provide such services at levels sufficient to comply with these requirements. Moreover, the rules that will be applicable to us as a public company after this offering could make it more difficult and expensive for us to attract and retain qualified members of our board of directors and qualified executive officers. If we fail to predict these costs accurately or to manage these costs effectively, our operating results could be adversely affected.

There are various conflicts of interest in our relationship with our Manager, which could result in decisions that are not in the best interests of our stockholders. The management agreement with our Manager was not negotiated on an arm's-length basis and may not be as favorable to us as if it had been negotiated with an unaffiliated third party.

        Our management agreement with our Manager, which is a newly-formed, majority owned subsidiary of Elevated Returns, which in turn is wholly owned by Mr. De Baets, was not negotiated on an arm's-length basis. Consequently, its terms, including fees payable to our Manager, may not be as favorable to us as if they had been negotiated with an unaffiliated third party. For example, termination of the management agreement without cause would be difficult and costly. Following the initial three-year term ending on November     , 2020, the management agreement may be terminated annually upon the affirmative vote of our board of directors, including a majority of our independent directors, based upon (1) unsatisfactory performance by our Manager that is materially detrimental to us or (2) our determination that the management fees payable to our Manager are not fair, subject to our Manager's right to prevent any termination due to unfair fees by accepting a reduction of management and/or incentive fees agreed to by at least two-thirds of our board of directors, including a majority of our independent directors. We must provide our Manager 180 days' written notice of any termination. Additionally, upon such a termination, or if we materially breach the management agreement and our Manager terminates the management agreement, the management agreement provides that we will pay our Manager a termination fee equal to three times the sum of (i) the average annual base management fee and (ii) the average annual incentive fee earned by our Manager, in each case during the 24-month period immediately preceding such termination. These provisions increase the cost to us of terminating the management agreement and adversely affect our ability to terminate the management agreement without cause. In addition, we may choose not to enforce, or to enforce less vigorously, our rights and remedies under the agreement because of our desire to maintain our ongoing relationship with our Manager.

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        Further, our Manager or its affiliates may engage in additional management or investment opportunities that have overlapping objectives with ours, and thus will face conflicts in the allocation of resources between us, any other properties they manage and for their own accounts. Additionally, the ability of our Manager, and the officers and employees providing services to us under the management agreement, to engage in other business activities may reduce the time our Manager spends managing us. Under our management agreement, our officers are required to devote such amount of their time to our management as necessary and appropriate, commensurate with our level of activity but are not required to devote a specific amount of time to our affairs.

Our Manager's liability will be limited under the management agreement, and we have agreed to indemnify our Manager against certain liabilities, which may lead our Manager to act in a riskier manner on our behalf than it would when acting for its own account.

        Under the management agreement, our Manager will not assume any responsibility to us other than to render the services called for under that agreement, and it will not be responsible for any action of our board of directors in following or declining to follow our Manager's advice or recommendations. Our Manager maintains a contractual, as opposed to a fiduciary, relationship with us. Under the terms of the management agreement, our Manager, its officers, stockholders, members, partners, managers and employees, and any person controlling or controlled by our Manager will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary's stockholders, members or partners for acts or omissions performed in accordance with and pursuant to the management agreement, except those resulting from acts constituting negligence or misconduct. In addition, we have agreed to indemnify our Manager and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the management agreement, except where attributable to negligence or misconduct. These protections may lead our Manager to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Conflicts of interest could arise with respect to certain transactions between the holders of OP units, which include Mr. De Baets, on the one hand, and us and our stockholders, on the other.

        Upon the completion of this offering and the contribution transactions, conflicts of interest could arise with respect to the interests of holders of OP units, which include Mr. De Baets, on the one hand, and which include members of our senior management team and us and our stockholders, on the other. In particular, the consummation of certain business combinations, the sale, disposition or transfer of the St. Regis Aspen Resort or the repayment of certain indebtedness that may be desirable to us or our stockholders could have adverse tax consequences to such unit holders. In addition, our directors and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, we have fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership. Our duties as a general partner to our operating partnership and its partners may come into conflict with the duties of our directors and officers to our company and our stockholders. Furthermore, our partnership agreement does not require us to resolve such conflicts in favor of either our company or the limited partners in our operating partnership and there can be no assurance that any procedural protections we implement to address these or other conflicts of interest will result in optimal outcomes for us and our stockholders.

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The partnership agreement of our operating partnership contains provisions that may delay, defer or prevent a change in control or sale of the St. Regis Aspen Resort.

        The partnership agreement of our operating partnership provides that change of control transactions are required to be approved by at least a majority of the holders of shares of our common stock and OP units voting as a single class. Procedurally, we will hold a stockholder vote and then an OP unit vote. For the purposes of the OP unit vote, we will be deemed to have voted our OP units in proportion to the manner in which all of our outstanding shares of common stock were voted in our stockholder vote. These approval rights could delay, deter, or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders. For a further discussion, see "Limited Partnership Agreement of Our Operating Partnership."

Certain provisions of Maryland law could inhibit a change in our control.

        Certain "business combination" and "control share acquisition" provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in our control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock.

        The "business combination" provisions of the MGCL, subject to certain limitations, generally prohibit certain business combinations between a Maryland corporation and an "interested stockholder" (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our then-outstanding voting shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then-outstanding shares) or an affiliate thereof for five years after the most recent date on which the interested stockholder becomes an interested stockholder and, thereafter, imposes special appraisal rights or special stockholder voting requirements on these business combinations. In general, after the five-year prohibition, any business combination between us and an interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. In general, these super-majority vote requirements do not apply if, among other conditions, our common stockholders receive a minimum price (as provided under the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares.

        These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by our board of directors prior to the time that the interested stockholder becomes an interested stockholder. Our board of directors has by resolution exempted us from these provisions of the MGCL with respect to business combinations between us and (1) any other person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person), (2) Mr. De Baets and his affiliates and (3) persons acting in concert with any of the foregoing. As a result, such persons may be able to enter into business combinations with us without compliance by us with the supermajority vote requirements and other provisions of the statute. This resolution, however, may be altered or repealed by our board of directors in whole or in part at any time. If this resolution is repealed, or our board of directors does not otherwise approve a business combination, this statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. See "Certain Provisions of The Maryland General Corporation Law and Our Charter and Bylaws—Business Combinations."

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        The "control share" provisions of the MGCL provide that, subject to certain exceptions, holders of "control shares" of a Maryland corporation (generally defined as shares which, when aggregated with all other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in the election of directors) acquired in a "control share acquisition" (generally defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights with respect to such shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our personnel who are also our directors. Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of shares of our stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future. See "Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws."

Our authorized but unissued shares of common and preferred stock may prevent a change in our control.

        Our charter permits our board of directors to authorize us to issue additional shares of our authorized but unissued common or preferred stock. In addition, a majority of our entire board of directors may, without stockholder approval, amend our charter to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have the authority to issue. Also our board of directors may classify or reclassify any unissued shares of common or preferred stock and set the terms of the classified or reclassified shares. As a result, our board of directors may establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

Stockholders will have limited control over changes in our policies and operations, which increases the uncertainty and risks you face as a stockholder.

        Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without your vote. Our board of directors' broad discretion in setting policies and your inability to exert control over those policies increases the uncertainty and risks you face as a stockholder.

We may change our business and financing strategies without stockholder consent, which may subject us to different risks.

        We may change our business and financing strategies at any time without the consent of our stockholders, which could result in our making investments and engaging in business activities that are different from, and possibly riskier than, the investments and businesses described in this document. For example, although we are currently a single-asset REIT, nothing in our charter or bylaws prevents us from acquiring other assets, including other hotels, in the future. A change in our strategy may increase our exposure to other risks or real estate market fluctuations.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interest.

        Our charter limits the liability of our present and former directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under current

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Maryland law, our present and former directors and officers will not have any liability to us or our stockholders for money damages other than liability resulting from:

•

actual receipt of an improper benefit or profit in money, property or services; or



•

active and deliberate dishonesty by the director or officer that is established by a final judgment and is material to the cause of action.

        Our charter and our bylaws require us to indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in connection with any proceeding to which he or she is made, or threatened to be made, a party to or witness in by reason of his or her service to us as a director or officer or in certain other capacities. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our stockholders may have more limited rights against our present and former directors and officers than might otherwise exist absent the current provisions in our charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions not in your best interest.

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.

        Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock, a director may be removed with or without cause, by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. Vacancies on our board of directors generally may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our management by removing and replacing directors and may prevent a change in our control that is in the best interests of our stockholders.

Restrictions on ownership and transfer of our shares may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares.

        In order for us to qualify to be taxed as a REIT for each taxable year after our taxable year ending December 31, 2018, no more than 50% in value of our outstanding shares may be owned, directly or constructively, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our shares during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter taxable year. "Individuals" for this purpose include natural persons, private foundations, some employee benefit plans and trusts, and some charitable trusts. To assist us in preserving our REIT qualification, among other purposes, our charter generally prohibits, among other limitations, any person from beneficially or constructively owning more than 9.8% in value or in number of shares, whichever is more restrictive, of the aggregate outstanding shares of all classes and series of our stock, the outstanding shares of any class or series of our preferred stock or the outstanding shares of our common stock. These ownership limits and the other restrictions on ownership and transfer of our shares contained in our charter could have the effect of discouraging a takeover or other transaction in which holders of our common stock might receive a premium for their shares over the then-prevailing market price or which holders might believe to be otherwise in their best interests.

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Risks Related to Our Qualification as a REIT

Our failure to qualify or remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of available cash to be distributed to our stockholders.

        We believe that we have been organized and intend to operate in a manner that will enable us to qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2018. We have not requested, and do not intend to request a ruling from the Internal Revenue Service, or IRS, that we qualify to be taxed as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions and the regulations promulgated by the U.S. Treasury Department, or Treasury Regulations, for which there are limited judicial and administrative interpretations. The complexity of these provisions and of applicable Treasury Regulations is greater in the case of a REIT that, like us, holds its assets through a partnership, and judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited. To qualify to be taxed as a REIT, we must meet, on an ongoing basis, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding shares and the amount of our distributions. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Our ability to satisfy these asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Moreover, new legislation, court decisions or administrative guidance may, in each case possibly with retroactive effect, make it more difficult or impossible for us to qualify to be taxed as a REIT. Thus, while we believe that we have been organized and intend to operate so that we will qualify to be taxed as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year. These considerations also might restrict the types of assets that we can acquire or services that we can provide in the future.

        If we fail to qualify to be taxed as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to our stockholders would not be deductible by us in determining our taxable income. In such a case, we might need to borrow money, sell assets, or reduce or even cease making distributions in order to pay our taxes. Our payment of income tax would reduce significantly the amount of available cash to be distributed to our stockholders. Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to make distributions to our stockholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to be taxed as a REIT until the fifth calendar year following the year in which we failed to qualify.

Even if we qualify to be taxed as a REIT, we may face other tax liabilities that reduce our cash flow.

        Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, alternative minimum taxes, state or local income, property and transfer taxes, including real property transfer taxes. In addition, we could, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT. See "U.S. Federal Income Tax Considerations—Taxation of REITs in General." Any of these taxes would decrease our operating cash flow otherwise available to be distributed to our stockholders. In addition, our TRS will be subject to U.S. federal, state and local corporate taxes, and its after-tax net income will be available for distribution to us but is not required to be distributed to us.

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If our lease with our TRS is not respected as a true lease for U.S. federal income tax purposes, we would fail to qualify to be taxed as a REIT.

        To qualify to be taxed as a REIT, we will be required to satisfy two gross income tests, pursuant to which specified percentages of our gross income must be passive income, such as rent from real property. For rent paid pursuant to the lease between our operating partnership and our TRS, which constitutes substantially all of our gross income, to qualify for purposes of the REIT gross income tests, the lease must be respected as a true lease for U.S. federal income tax purposes and must not be treated as a service contract, joint venture or some other type of arrangement. We believe our lease will be respected as a true lease for U.S. federal income tax purposes. There can be no assurances, however, that the IRS will agree with this characterization. If the lease were not respected as a true lease for U.S. federal income tax purposes, we would not be able to satisfy either of the two gross income tests applicable to REITs, and we would likely cease to qualify as a REIT.

If our Hotel Manager does not qualify as an "eligible independent contractor" or if the St. Regis Aspen Resort is not a "qualified lodging facility," we will fail to qualify to be taxed as a REIT.

        Rent paid by a lessee that is a "related party tenant" of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. An exception is provided, however, for leases of "qualified lodging facilities" to a TRS so long as the hotels are managed by an "eligible independent contractor" and certain other requirements are satisfied. Our operating partnership will lease the St. Regis Aspen Resort to our TRS, and our TRS will engage our Hotel Manager. We believe our Hotel Manager qualifies as an "eligible independent contractor." Among other requirements, to qualify as an eligible independent contractor, (i) the Hotel Manager and/or one or more actual or constructive owners of 10% or more of the Hotel Manager cannot own, actually or constructively, more than 35% of our outstanding shares, and (ii) one or more actual or constructive owners of more than 35% of our Hotel Manager cannot own 35% or more of our outstanding shares (determined by taking into account only the shares held by persons owning, actually or constructively, more than 5% of our outstanding shares because our shares will be regularly traded on an established securities market). The ownership attribution rules that apply for purposes of these 35% thresholds are complex, and monitoring actual and constructive ownership of our shares by Marriott's shareholders and of Marriott's shares by our owners may not be practical. Accordingly, there can be no assurance that these ownership levels will not be exceeded.

        In addition, for our Hotel Manager to qualify as an eligible independent contractor, such company or a related person must be actively engaged in the trade or business of operating "qualified lodging facilities" (as defined below) for one or more persons not related to us or our TRS at each time that such company enters into a hotel management contract with our TRS. As of the date hereof, we believe that our Hotel Manager operates qualified lodging facilities for certain persons who are not related to us or our TRS. However, no assurances can be provided that any future hotel manager will in fact comply with this requirement.

        Finally, the St. Regis Aspen Resort must be a "qualified lodging facility." A "qualified lodging facility" is a hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility. As of the date hereof, we believe that the amenities provided at the St. Regis Aspen Resort are customary in that such amenities are customary for other properties of a comparable size and class owned by unrelated parties and therefore the St. Regis Aspen Resort is a qualified lodging facility. The REIT provisions of the Code provide no or only limited guidance for making determinations under the requirements for qualified lodging facilities, and there can be no assurance that these requirements will be satisfied.

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Failure to make required distributions would subject us to tax, which would reduce the operating cash flow to our stockholders.

        In order to qualify to be taxed as a REIT, we must distribute to our stockholders each calendar year at least 90% of our net taxable income (excluding net capital gain). To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our net taxable income (including net capital gain), we would be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will incur a 4% non-deductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. Although we intend to distribute our net taxable income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid the 4% non-deductible excise tax, it is possible that we, from time to time, may not have sufficient cash to distribute 100% of our net taxable income. There may be timing differences between our actual receipt of cash and the inclusion of items in our income for U.S. federal income tax purposes. Accordingly, there can be no assurance that we will be able to distribute net taxable income to stockholders in a manner that satisfies the REIT distribution requirements and avoids the 4% non-deductible excise tax.

To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.

        In order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, timing differences between our actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on attractive terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the per share trading price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on attractive terms at the desired times, or at all, which could adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

Our TRS will be subject to U.S. federal income tax, our ownership of our TRS will be limited, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRS are not conducted on arm's-length terms.

        We operate the St. Regis Aspen Resort through our TRS. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a TRS. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care properties, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to U.S. federal income tax at regular corporate rates. Neither we, nor our TRS, can directly manage or operate hotels, making us entirely dependent on our Hotel Manager.

        No more than 25% (20% for taxable years beginning after December 31, 2017) of the value of a REIT's total assets may consist of stock or securities of one or more TRS. This requirement limits the extent of the activities which we can conduct through our TRS. The values of some of our assets, including the equity value of our TRS, may not be subject to precise determination, and such value is subject to change in the future. Furthermore, if we lend money to our TRS, our TRS may be unable to deduct all or a portion of the interest paid to us, which could increase the tax liability of our TRS. In addition, the Code imposes a 100% tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's length basis. We intend to structure transactions with our TRS,

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including the lease agreement with our TRS, on terms that we believe are arm's length to avoid incurring the 100% excise tax described above. There can be no assurances, however, that we will be able to avoid application of the 100% tax.

If our operating partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify to be taxed as a REIT.

        We believe our operating partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership for U.S. federal income tax purposes, our operating partnership will not be subject to U.S. federal income tax on its income. Instead, each of its partners, including us, will be required to pay tax on its allocable share of our operating partnership's income. No assurance can be provided, however, that the IRS will not challenge our operating partnership's status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as a corporation for U.S. federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs. As a result, we would cease to qualify to be taxed as a REIT and both we and our operating partnership would become subject to U.S. federal, state and local income tax. The payment by our operating partnership of income tax would reduce significantly the amount of cash available to our operating partnership to satisfy obligations to make principal and interest payments on its debt and to make distributions to its partners, including us.

Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our common stock.

        The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates and therefore may be subject to up to a 39.6% maximum U.S. federal income tax rate on ordinary income. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

        The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we generate from transactions intended to hedge our interest rate and currency risks will generally be excluded from gross income for purposes of the 75% and 95% gross income tests if (i) the instrument (a) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets, (b) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests or (c) hedges an instrument described in clause (a) or (b) for a period following the extinguishment of the liability or the disposition of the asset that was previously hedged by the hedged instrument, and (ii) such instrument is properly identified under the applicable Treasury Regulations. Income from hedging transactions that does not meet these requirements will generally constitute non-qualifying income for purposes of both the REIT 75% and 95% gross income tests. See "U.S. Federal Income Tax Considerations—Requirements for Qualification—General—Gross Income Tests." As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated

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with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried back or forward against past or future taxable income in the TRS.

The ability of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

        Our charter provides that the board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if the board determines that it is no longer in our best interest to attempt to, or continue to, qualify to be taxed as a REIT. If we cease to qualify to be taxed as a REIT, we would become subject to U.S. federal income tax on our net taxable income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.

        The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive effect. No assurance can be given as to whether, when, or in what form, the U.S. federal income tax laws applicable to us and our stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in our common stock.

        Most recently, on December 20, 2017, Congress passed the Tax Cuts and Jobs Act (H.R. 1), or the TCJA. Assuming that the TCJA is signed into law, it will make significant changes to U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders, and may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation.

        Certain key provisions of the TCJA that could impact us and our stockholders, beginning in 2018, include:

•

temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate will be reduced from 39.6% to 37% (through taxable years ending in 2025);



•

reducing the maximum corporate income tax rate from 35% to 21%;



•

permitting a deduction for certain pass-through business income, including dividends received by our stockholders that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts, generally resulting in an effective maximum U.S. federal income tax rate of 29.6% on such dividends (through taxable years ending in 2025);



•

reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;



•

limiting our deduction for net operating losses to 80% of taxable income (prior to the application of the dividends paid deduction);



•

amending the limitation on the deduction of net interest expense for all businesses, other than certain electing businesses, including real estate businesses (which could adversely affect any TRS that we form); and



•

eliminating the corporate alternative minimum tax.

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        Prospective investors are urged to consult with their tax advisors regarding the effects of the TCJA or other legislative, regulatory or administrative developments on an investment in our common stock.

Your investment has various tax risks.

        Although provisions of the Code generally relevant to an investment in our common stock are described in "U.S. Federal Income Tax Considerations," you should consult your tax advisor concerning the effects of U.S. federal, state, local and non-U.S. tax laws to you with regard to an investment in our common stock.

Risks Related to Our Common Stock and This Offering

There is no public market for our common stock and a market may never develop, which could cause our common stock to trade at a discount and make it difficult for holders of our common stock to sell their shares.

        We intend to apply to list our common stock on the NYSE American. However, our common stock will be newly issued securities for which there is no established trading market and there can be no assurance that an active trading market for our common stock will develop, or if one develops, be maintained. Accordingly, no assurance can be given as to the ability of our stockholders to sell their common stock or the price that our stockholders may obtain for their common stock.

        Some of the factors that could negatively affect the market price of our common stock include:

•

our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects;



•

our actual or projected revenues and operating expenses;



•

actual or perceived conflicts of interest with individuals, including our executives;



•

our ability to obtain additional financing;



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equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;



•

actual or anticipated accounting problems;



•

publication of research reports about us or the hospitality industry;



•

changes in market valuations of similar companies;



•

adverse market reaction to any increased indebtedness we may incur in the future;



•

additions to or departures of our key personnel;



•

speculation in the press or investment community about us or the hospitality industry;



•

our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;



•

increases in market interest rates, which may lead investors to demand a higher distribution yield for our common stock, if we have begun to make distributions to our stockholders, and would result in increased interest expenses on our debt;



•

changes in governmental policies, regulations or laws;



•

failure to qualify, or maintain our qualification, as a REIT;



•

price and volume fluctuations in the stock market generally; and

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•

general market and economic conditions, including the current state of the credit and capital markets.

        Market factors unrelated to our performance could also negatively impact the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our share price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in capital markets can affect the market value of our common stock.

We cannot assure our ability to pay dividends in the future.

        We intend to pay quarterly dividends and to make distributions to our stockholders in amounts such that all or substantially all of our net taxable income in each year is distributed. This, along with other factors, should enable us to continue to qualify for the tax benefits accorded to a REIT under the Code. We have not established a minimum dividends payment level, and all future distributions will be made at the discretion of our board of directors. Our ability to pay dividends will depend upon, among other factors:

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the operational and financial performance of the St. Regis Aspen Resort;



•

capital expenditures with respect to the St. Regis Aspen Resort;



•

general and administrative expenses associated with our operation as a publicly-held REIT;



•

maintenance of our REIT qualification;



•

the amount of, and the interest rates on, our debt and the ability to refinance our debt;



•

the absence of significant expenditures relating to environmental and other regulatory matters; and



•

other risk factors described in this Offering Circular.

        Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to stockholders.

        In addition, in the event of an event of default or certain other events, our loan agreement restricts our ability to make distributions to our stockholders, even if necessary to maintain our status as a REIT for U.S. federal income tax purposes. See "—Risks Related to Our Business—Our loan agreement may restrict our ability to make distributions to our stockholders."

An increase in market interest rates may have an adverse effect on the market price of our common stock and our ability to make or sustain distributions to our stockholders.

        One of the factors that investors may consider in deciding whether to buy or sell shares of our common stock is our ability to make or sustain distributions and the rate of our distributions, if any, as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate on shares of our common stock or seek alternative investments paying higher distributions or interest. As a result, interest rate fluctuations and capital market conditions can affect the market price of shares of our common stock. For instance, if interest rates rise without an increase in our distribution rate, the market price of shares of our common stock could decrease because potential investors may require a higher distribution yield on shares of our common stock as market rates on our interest-bearing instruments such as bonds rise. In addition, to the extent we have variable rate debt, rising interest rates would result in increased interest

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expense on our variable rate debt, thereby adversely affecting our cash flow and our ability to service our indebtedness and make distributions to our stockholders.

Common stock and preferred stock eligible for future sale may have adverse effects on our stock price.

        Subject to applicable law and the rules of any stock exchange on which our shares may be listed or traded, our board of directors, without common stockholder approval, may authorize us to issue additional authorized and unissued common stock and preferred stock on the terms and for the consideration it deems appropriate and may amend our charter to increase the total number of shares, or the number of shares of any class or series, that we are authorized to issue. In addition, in connection with the contribution transactions, our operating partnership issued 1,743,368 OP units, which, subject to the lock-up agreement entered into between our operating partnership and our Predecessor, are redeemable for cash or, at our option, exchangeable on a one-for-one basis into shares of common stock after an agreed period of time and certain other conditions. We have granted registration rights to those persons who will be eligible to receive common stock issuable upon exchange of OP units issued in our contribution transactions.

        The registration rights agreement requires that as soon as practicable after the date that is one year after the closing of this offering, but in no event later than 60 calendar days thereafter, we file a shelf registration statement registering the offer and resale of the common stock issuable upon exchange of OP units (or securities convertible into or exchangeable for OP units) issued in our contribution transactions on a delayed or continuous basis until such securities are Registrable Shares (as defined therein). We have the right to include common stock to be sold for our own account or other holders in the shelf registration statement. We are required to use all commercially reasonable efforts to cause the shelf registration statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and to keep such shelf registration statement continuously effective for a period ending when all shares of common stock covered by the shelf registration statement are no longer Registrable Shares, as defined in the shelf registration statement.

        We intend to bear the expenses incident to these registration requirements, except that we will not bear the costs of (i) any underwriting fees, discounts or commissions, (ii) out-of-pocket expenses of the persons exercising the registration rights or (iii) transfer taxes.

        We cannot predict the effect, if any, of future sales of our common stock or the availability of shares for future sales, on the market price of our common stock. The market price of our common stock may decline significantly when the restrictions on resale by certain of our stockholders lapse. Sales of substantial amounts of common stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock.

Future offerings of debt or equity securities, which may rank senior to our common stock, may adversely affect the market price of our common stock.

        If we decide to issue debt securities in the future, which would rank senior to our common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any equity securities or convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their share holdings in us.

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The determination of the offering price of our shares and the size of this offering is more arbitrary than the pricing of securities and size of an offering of a company with substantial historical operations.

        Prior to this offering there has been no public market for any of our securities. The public offering price of the shares was negotiated between us and the Lead Agent. In determining the size of this offering, management held customary organizational meetings with representatives of the Lead Agent with respect to the state of capital markets, generally, and the amount the Lead Agent believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering and the public offering price for the shares, include:

•

the history and prospects for the industry in which we compete, the luxury hotel market, with a focus on the Aspen area;



•

our financial information;



•

the ability of our Manager and Hotel Manager;



•

our business potential and earning prospects;



•

the prevailing securities markets at the time of this offering;



•

the recent market prices of, and the demand for, publicly traded shares of generally comparable companies; and



•

other factors as were deemed relevant.

        Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of a company that has substantial historical operations.

        We have not obtained any third-party appraisals of the St. Regis Aspen Resort in connection with this offering or the contribution transactions. We have, however, taken into consideration the value contained in an appraisal by JLL that was obtained by our Predecessor in April 2017 in the ordinary course of our Predecessor's business. As a result, the consideration to be given by us for the St. Regis Aspen Resort in the contribution transactions may be less than or exceed its fair market value. For a further discussion of the consideration to be paid in connection with the contribution transactions, and the calculation of the initial management fee, see "The Structure and Formation of our Company—Contribution Transactions" and "Our Principal Agreements—Management Agreement."

We will allocate the vast majority of the net proceeds from this offering to purchase the St. Regis Aspen Resort, and we may allocate any remaining offering proceeds in ways with which you may not agree.

        We intend to contribute the net proceeds of this offering to our operating partnership, which we expect will subsequently use the net proceeds as follows: (i) approximately $32.5 million will be paid to our Predecessor in connection with the contribution transactions; and (ii) approximately $1.0 million will be reserved for working capital purposes, including capital expenditures. Mr. De Baets, who is an indirect owner and serves as the president of our Predecessor, will therefore receive or be a beneficiary of a significant portion of the net proceeds of this offering.

        With respect to any remaining net proceeds of this offering, our management will have discretion in using such proceeds and may use the proceeds in ways with which you may not agree. We are not required to allocate such remaining net proceeds to any specific use and, therefore, you cannot determine at this time the value or propriety of our application of such proceeds. Moreover, you will not have an opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use such proceeds. We may use such proceeds for corporate purposes that do not immediately enhance our prospects for the future or increase the value of your investment. As a result, you and other stockholders may not agree with our decisions. See "Use of Proceeds" for additional information.

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USE OF PROCEEDS

        Our Predecessor has agreed to pay 100% of (i) the Selling Agent commissions payable to the Selling Agents in connection with this offering and (ii) our other offering and contribution transaction expenses, including the acquisition fee payable to our Manager and legal, accounting, consulting, and regulatory filing expenses. After deducting the estimated Selling Agent commissions and expenses of this offering not paid by our Predecessor, we estimate that we will receive net proceeds from this offering in the amount of approximately $33.5 million. We intend to contribute the net proceeds of this offering to our operating partnership, which we expect will subsequently use the net proceeds as follows:

•

approximately $32.5 million will be paid to 315 East Dean Associates, Inc., our Predecessor, in connection with the contribution transactions; and



•

approximately $1.0 million will be reserved for working capital purposes, including capital expenditures.

        The initial public offering price of our common stock does not necessarily bear any relationship to the book value or the fair market value of the St. Regis Aspen Resort, but instead has been determined in consultation with the Lead Agent. Among the factors considered in determining that initial public offering price were the history and prospects for the industry in which we compete, the luxury hotel market, with a focus on the Aspen area, our financial information, the ability of our Manager and Hotel Manager and our business potential and earning prospects, the prevailing securities markets at the time of this offering, and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies. We have not obtained any third-party appraisals of the St. Regis Aspen Resort in connection with this offering or the contribution transactions. We have, however, taken into consideration the value contained in an appraisal by JLL that was obtained by our Predecessor in April 2017 in the ordinary course of our Predecessor's business. As a result, the consideration to be given by us for the St. Regis Aspen Resort in the contribution transactions may be less than or exceed its fair market value. For a further discussion of the consideration to be paid in connection with the contribution transactions, see "The Structure and Formation of our Company—Contribution Transactions."

        Prior to the use of the net proceeds for working capital purposes, we intend to invest such remaining net proceeds in interest-bearing accounts and short-term, interest-bearing securities which are consistent with our intention to qualify for taxation as a REIT.

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DISTRIBUTION POLICY

        We intend to make regular quarterly distributions to holders of shares of our common stock. We intend to pay a pro rata initial distribution with respect to the period commencing on the completion of this offering and ending on December 31, 2017, based on a distribution of $0.29 per share for a full quarter. On an annualized basis, this would be $1.16 per share, or an annual distribution rate of approximately 5.8%, based on the initial public offering price per share set forth on the cover page of this offering circular.

        Readers are cautioned that our estimated distribution rate may differ from our expectations in the event that anticipated changes to the Starwood Preferred Guest, or SPG, guest loyalty program adversely affects our cash available for distribution or if other factors relating to our business adversely affect our cash available for distribution. For further information regarding the potential impact of anticipated changes to the SPG guest loyalty program to our results of operations and cash available for distribution, see footnote 3 to the table below.

        We estimate that this initial annualized distribution will represent approximately 90% of our estimated cash available for distribution to our common stockholders for the 12 months ending September 30, 2018. Our estimated cash available for distribution reflects certain assumptions regarding our future cash flows during this period as presented in the table and footnotes below.

        Although we believe we have included in this discussion of our distribution policy all material investing and financing activities (other than with respect to indebtedness that will be outstanding upon completion of this offering and the contribution transactions), any future investing and/or financing activities may have a material effect on our estimate of cash available for distribution. Because we have made the assumptions herein in estimating cash available for distribution, readers are cautioned that we do not intend this estimate to be a projection, forecast or promise of our actual results of operations or our liquidity, and we have estimated cash available for distribution for the sole purpose of estimating our initial annual distribution rate. Moreover, our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or our ability to pay dividends or make other distributions to our stockholders. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for determining future distributions.

        It is possible that our distributions may exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. Therefore, a portion of our distributions may represent a return of capital for U.S. federal income tax purposes. Return of capital distributions will not be taxable income to a U.S. stockholder, as defined in "U.S. Federal Income Tax Considerations", to the extent those distributions do not exceed the stockholder's adjusted tax basis in his or her common stock, but rather will reduce such adjusted basis in our common stock. Therefore, the gain (or loss) recognized on the sale of that common stock or upon our liquidation will be increased (or decreased) accordingly. To the extent those distributions exceed a taxable U.S. stockholder's adjusted tax basis in his or her common stock, they generally will be treated as a capital gain realized from the taxable disposition of those shares. The percentage of our stockholder distributions that exceeds our current and accumulated earnings and profits may vary substantially from year to year. For a more complete discussion of the tax treatment of distributions to holders of our common stock, see "U.S. Federal Income Tax Considerations."

        Although we intend to maintain our initial distribution rate for the 12-month period following completion of this offering unless our actual or anticipated results of operations, cash flows or financial position, economic or market conditions or other factors differ materially from the assumptions used in our estimate, we offer no assurance or promises that such a level will be achieved or thereafter maintained. Any distributions we make in the future will be determined by our board of directors in its sole discretion out of funds legally available therefor and will depend upon a number of factors,

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including our actual and anticipated results of operations, cash flows and financial position, economic or market conditions, prohibitions or other restrictions under financing agreements, our qualification as a REIT, applicable law, changes to the SPG loyalty program and other factors described herein. Our results of operations, cash flows and financial position will be affected by a number of factors, including the revenue we receive from the St. Regis Aspen Resort, interest expense and any unanticipated expenditures. For more information regarding factors that could materially and adversely affect our results of operations, cash flows and financial position, and our ability to pay dividends and make other distributions to our stockholders, see "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors."

        We believe our estimate of cash available for distribution constitutes a reasonable basis for estimating the initial distribution amount; however, we offer no assurance that the estimate will prove accurate, and therefore actual distributions, if any, may therefore be significantly different from the estimated distributions. If our operating cash flow decreases, we may be required to fund distributions from working capital or borrow funds or issue equity or we may choose to make a portion of the required distributions in the form of a taxable stock dividend to preserve our cash balance or eliminate or otherwise reduce our distributions. We currently expect that our operating cash flow will cover our initial distribution for the 12 months following completion of this offering. We currently have no intention to make distributions using shares of our common stock.

        In order to qualify as a REIT, we must distribute to our stockholders each calendar year at least 90% of our net taxable income (excluding net capital gain). To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our net taxable income (including net capital gain), we would be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will incur a 4% non-deductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to eliminate U.S. federal income tax liability on our income and the 4% nondeductible excise tax. We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to use cash reserves, incur debt, or issue equity on terms or at times that we regard as unfavorable or make a taxable distribution of our shares of common stock in order to satisfy the REIT 90% distribution requirement and to eliminate U.S. federal income tax and the 4% nondeductible excise tax in that year. For more information, see "Certain U.S. Federal Income Tax Considerations."

        The following table describes our pro forma net income from continuing operations for the 12 months ended September 30, 2017, and the adjustments we have made thereto in order to estimate our initial cash available for distribution for the 12 months ending September 30, 2018 (amounts shown are presented in thousands, except share data, per share data and percentages). These calculations do not assume any changes to our operations or any unforeseen capital expenditures or other developments or occurrences which could affect substantially our results of operations and cash flows, or changes in our outstanding shares of common stock other than as set forth in the table below. Readers are cautioned that there is a risk that our actual results will not be the same as or comparable to the calculations below.

        The estimated and prospective financial information shown below and elsewhere in this offering circular was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The estimated and prospective financial information shown below and elsewhere in this offering circular has been prepared by and is the responsibility of, our management.

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        For purpose of the table below, we have assumed each OP unit has been redeemed for one share of our common stock. Under our operating partnership agreement, subject to certain restrictions, each OP unit may be exchanged for cash, or, at our option, one share of common stock.

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CAPITALIZATION

        The following table presents our Predecessor's cash and cash equivalents and capitalization as of September 30, 2017 on a (1) historical basis for our Predecessor, and (2) pro forma basis for our company taking into account the historical capitalization of Aspen REIT, Inc. and both the contribution transactions and this offering. The pro forma adjustments give effect to this offering and the contribution transactions as if each had occurred on September 30, 2017 and the application of the net proceeds as described in "Use of Proceeds." You should read this table in conjunction with "Use of Proceeds," "Summary Historical and Pro Forma Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the more detailed information contained in the financial statements and notes thereto included elsewhere in this Offering Circular.

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL OPERATING DATA

        The following table sets forth selected financial and other data on (i) a historical basis for our Predecessor and (ii) a pro forma basis for our company giving effect to (a) the contribution transactions and related fair value adjustments, (b) this offering and the use of net proceeds therefrom as described under "Use of Proceeds," (c) entry into our management agreement with our Manager and (d) the refinancing of existing mortgage indebtedness of approximately $100.0 million and the April 2017 refinancing thereof for approximately $120.0 million.

        The selected historical balance sheet information as of December 31, 2016 and 2015 of our Predecessor and selected historical statements of operations for the years ended December 31, 2016 and 2015 of our Predecessor have been derived from the audited historical financial statements of our Predecessor included elsewhere in this Offering Circular. The selected historical balance sheet information as of September 30, 2017 of our Predecessor and the selected statements of operations for the nine months ended September 30, 2017 and 2016 of our Predecessor have been derived from the unaudited historical financial statements of our Predecessor included elsewhere in this Offering Circular. The summary historical balance sheet information as of September 30, 2016 of our Predecessor have been derived from our Predecessor's unaudited historical financial statements not included in this Offering Circular. Our Predecessor's results of operations for the nine months ended September 30, 2017 are not necessarily indicative of our results of operations for the year ending December 31, 2017.

        The summary pro forma balance sheet information as of September 30, 2017 and the summary pro forma statements of operations for the nine months ended September 30, 2017 and for the year ended December 31, 2016 have been derived from the unaudited pro forma financial statements included elsewhere in this Offering Circular. The summary pro forma balance sheet information as of December 31, 2016 have been derived from unaudited pro forma financial statements not included in this Offering Circular. The unaudited pro forma financial statements are not necessarily indicative of the actual financial position of our company or our Predecessor as of September 30, 2017 or December 31, 2016, nor are they indicative of the results of operations of future periods.

        The summary performance data for Hotel NOI, FFO and Adjusted FFO, are non-GAAP financial measures and are provided as additional information to complement GAAP measures by providing a further understanding of operating results from management's perspective. The reconciliation of these benchmarks to GAAP for the nine months ended September 30, 2017 and the year ended December 31, 2016 are detailed in "Management's Discussion and Analysis—Results of Operations—Non-GAAP Financial Measures."

        The unaudited selected pro forma financial data as of and for the nine months ended September 30, 2017 and for the year ended December 31, 2016 is presented as if (i) the contribution transactions and related fair value adjustments, (ii) this offering and the use of proceeds therefrom as described under "Use of Proceeds," (iii) entry into our management agreement with our Manager and (iv) the refinancing of existing mortgage indebtedness of approximately $100.0 million and the April 2017 refinancing thereof for approximately $120.0 million, each as more fully described in this Offering Circular, took place concurrently on September 30, 2017 for the balance sheet data and on January 1, 2016 for the operating data. The unaudited pro forma financial data are not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor do they purport to represent our future financial position or results of operations.

        You should read the summary historical consolidated financial and operating data set forth below in conjunction with the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as our financial statements and the related notes included elsewhere in this Offering Circular. The following table summarizes certain selected consolidated financial data for the periods presented. Our historical results may not be indicative of our future performance. The summary historical consolidated financial and operating information presented below contains financial measures that are not presented in accordance with GAAP. See "Non-GAAP Financial Measures."

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