UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

PROCACCIANTI HOTEL REIT, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act: None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. x

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-217578

Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share:

Item 1. Description of Registrant’s Securities to be Registered.

The description of the Class K common stock, par value $0.01 per share, Class K-I common stock, par value $0.01 per share, and Class K-T common stock, par value $0.01 per share, of Procaccianti Hotel REIT, Inc., a Maryland corporation (the “Registrant”), registered hereby is incorporated herein by reference to the sections entitled “Suitability Standards” and “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-11 (File No. 333-217578), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 1, 2017 (the “Registration Statement”),  and all amendments to such Registration Statement subsequently filed with the Commission, including any prospectus relating thereto filed subsequently pursuant to Rule 424(b) of the Securities Act of 1933, as amended. Such portion of the Registration Statement and all amendments to the Registration Statement are hereby incorporated by reference.

Item 2. Exhibits.

The following exhibits to this registration statement on Form 8-A are incorporated by reference from the documents specified, which have previously been filed with the Commission.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.