Where can I find Form C?

Hi Justin,

Thank you for your question! The Form C is available above under the "Offering Circular" link. For your convenience, you can also access it directly here: https://www.sec.gov/Archives/edgar/data/2113837/000187285626000228/autocampformca062526.pdf

Please let us know if you have any questions after reviewing it—we're happy to help clarify anything contained in our public offering materials. Thank you again for your interest in AutoCamp!

Thank you to everyone who joined us for our recent webinar and for the thoughtful questions throughout the session!

If you missed the live event, you can catch the replay here: https://www.youtube.com/watch?v=DvdVEbBlAmk

We've gathered several of the most common questions from the webinar and have provided additional answers below.

As a reminder, the bonus share period ends on July 25th - don't miss out!

Q: Is the Investment in OpCo or PropCo?
This offering is an investment in AutoCamp Hospitality Group Inc., our "BrandCo", and not directly in the real estate ownership entities. BrandCo develops the AutoCamp brand, establishes brand standards, owns and licenses our intellectual property, executes marketing initiatives, and works closely with the managers of the properties. The property-owning entities (PropCo) receive guest revenues, pay operating expenses of the properties and pays licensing fees to BrandCo, calculated as a percentage of the property revenues.

Q: What is the Partnership with Hilton Hotels?
Through our exclusive partnership for outdoor lodging with Hilton Hotels, guests can discover and book AutoCamp stays directly through the Hilton Hotels website and the Hilton Honors app, while earning and redeeming Hilton Honors Points on eligible stays. This expands AutoCamp's visibility to Hilton's global audience of more than 200 million Hilton Honors members, introducing the AutoCamp experience to millions of travelers while preserving the unique guest experience that defines our brand.

Q: What is Our Growth Strategy?
AutoCamp is focused on thoughtfully growing the business by strengthening our brand, expanding our platform, and creating long-term value. While we can't discuss future markets or specific development opportunities beyond what has been publicly disclosed, our Offering Circular outlines our planned use of proceeds, including investments in sales and marketing, technology and product development, capital expenditures, working capital, and other general corporate purposes. These investments are intended to support disciplined, strategic growth while continuing to strengthen the AutoCamp brand. As part of that strategy, we continue to identify new sites and partner with investors and developers to establish properties that operate under the AutoCamp brand.

Q: What is AutoCamp's Long-Term Vision for Investors?
We view this Regulation Crowdfunding offering as an opportunity to invite our guests, supporters, and community to participate in AutoCamp's long-term growth story. We are not able to share anything beyond what is publicly disclosed in our Offering Circular. Our focus remains on building a great company. As with any growing business, there are a number of potential paths that could provide liquidity for investors in the future, and the appropriate path would be considered when the time is right. As with any investment, there are important risks to consider, and we encourage all prospective investors to carefully review the Offering Circular and investment materials before making an investment decision.

Q: How Does AutoCamp Maintain Brand Consistency as it Grows?
As AutoCamp grows, preserving the guest experience remains one of our highest priorities. Our leadership team has thoughtfully developed brand standards that guide every aspect of the AutoCamp experience—from design and hospitality to operations and guest service. These standards serve as the blueprint for both current and future locations, helping ensure every AutoCamp delivers the consistent quality, thoughtful design, and exceptional hospitality our guests have come to expect.

A few questions:
1) Pro forma economics: What are issuer-level revenue, gross margin, EBITDA, and cash burn after the June 2, 2026 outsourcing transition? The filing gives estimates for revenue and expense changes but no completed post-transition audited period.

2) Fee structure by property: What exact licensing/marketing/development fee rates apply by property, and what are the termination rights? The filing states the issuer receives brand and marketing fees tied to property revenue but does not provide a simple property-by-property fee table in the sections reviewed.

3) Property debt maturities: Which properties have Q4 2026 maturities, which two are out of covenant, and what happens to issuer fees if lenders take action? The filing discloses the maturities and covenant non-compliance but does not name the properties in that risk-factor paragraph.

4) Valuation support: What revenue/EBITDA exit case supports the $200.071 million pre-money valuation? The company states the offering price was internally established and not independently validated.

5) Related-party economics: How much cash flow goes to the issuer versus property entities, GP/promote vehicles, third-party manager, and capital partners? The filing discloses multiple related-party structures and potential conflicts.

Hi Jon,

Thank you for your thoughtful questions and for reviewing our offering materials so carefully.

The following responses are based solely on the information publicly disclosed in our Form C/A.

1) Pro forma economics
The June 2, 2026 transition to third-party property management occurred after the historical audited periods included in our Form C. As a result, we don't yet have a completed post-transition reporting period to share.
What we have disclosed is our reasonable estimation of the change impacts. Those expectations, along with the related discussion, are included in our Form C. SEC rules do not allow us to share any additional information other than what is contained in the Form C.

2) Fee structure by property
AutoCamp Hospitality Group Inc. ("BrandCo"), earns brand, marketing, and other related fees from the property-owning entities, with those fees generally tied to property revenues. The Form C also discusses development and procurement fees related to new properties.
We have not published a property-by-property fee schedule or individual agreement terms. SEC rules do not allow us to share any additional information other than what is contained in the Form C.

3) Property debt maturities
The property level financings are the responsibility of the property owners, not AutoCamp. Our Form C discusses certain property-level debt maturities and covenant-related risks as part of the overall risk disclosures. SEC rules do not allow us to share any additional information other than what is contained in the Form C.

4) Valuation support
The Form C does not include a specific revenue multiple, EBITDA multiple, or exit-case analysis supporting the valuation. SEC rules do not allow us to share any additional information other than what is contained in the form C.

5) Related-party economics
Our Form C includes a detailed description of our organizational structure and the relationships among BrandCo, the property-owning entities, third-party managers, and affiliated parties. At a high level, BrandCo earns brand, marketing, licensing, development, and related fees, paid for by the property owners. The property-owners receive guest revenues, pay operating expenses, debt service, and management fees, and then distribute any remaining cash in accordance with their governing agreements. The Form C also includes disclosures regarding related-party arrangements and potential conflicts of interest.

We appreciate your thoughtful review of our offering materials. If there's anything in the Form C you'd like us to help clarify, we're always happy to point you to the relevant public disclosures.

Thank you to everyone who joined us for our recent webinar and for the thoughtful questions throughout the session!

If you missed the live event, you can catch the replay here: https://www.youtube.com/watch?v=DvdVEbBlAmk

We've gathered several of the most common questions from the webinar and have provided additional answers below.

As a reminder, the bonus share period ends on July 25th - don't miss out!

Q: Is the Investment in OpCo or PropCo?
This offering is an investment in AutoCamp Hospitality Group Inc., our "BrandCo", and not directly in the real estate ownership entities. BrandCo develops the AutoCamp brand, establishes brand standards, owns and licenses our intellectual property, executes marketing initiatives, and works closely with the managers of the properties. The property-owning entities (PropCo) receive guest revenues, pay operating expenses of the properties and pays licensing fees to BrandCo, calculated as a percentage of the property revenues.

Q: What is the Partnership with Hilton Hotels?
Through our exclusive partnership for outdoor lodging with Hilton Hotels, guests can discover and book AutoCamp stays directly through the Hilton Hotels website and the Hilton Honors app, while earning and redeeming Hilton Honors Points on eligible stays. This expands AutoCamp's visibility to Hilton's global audience of more than 200 million Hilton Honors members, introducing the AutoCamp experience to millions of travelers while preserving the unique guest experience that defines our brand.

Q: What is Our Growth Strategy?
AutoCamp is focused on thoughtfully growing the business by strengthening our brand, expanding our platform, and creating long-term value. While we can't discuss future markets or specific development opportunities beyond what has been publicly disclosed, our Offering Circular outlines our planned use of proceeds, including investments in sales and marketing, technology and product development, capital expenditures, working capital, and other general corporate purposes. These investments are intended to support disciplined, strategic growth while continuing to strengthen the AutoCamp brand. As part of that strategy, we continue to identify new sites and partner with investors and developers to establish properties that operate under the AutoCamp brand.

Q: What is AutoCamp's Long-Term Vision for Investors?
We view this Regulation Crowdfunding offering as an opportunity to invite our guests, supporters, and community to participate in AutoCamp's long-term growth story. We are not able to share anything beyond what is publicly disclosed in our Offering Circular. Our focus remains on building a great company. As with any growing business, there are a number of potential paths that could provide liquidity for investors in the future, and the appropriate path would be considered when the time is right. As with any investment, there are important risks to consider, and we encourage all prospective investors to carefully review the Offering Circular and investment materials before making an investment decision.

Q: How Does AutoCamp Maintain Brand Consistency as it Grows?
As AutoCamp grows, preserving the guest experience remains one of our highest priorities. Our leadership team has thoughtfully developed brand standards that guide every aspect of the AutoCamp experience—from design and hospitality to operations and guest service. These standards serve as the blueprint for both current and future locations, helping ensure every AutoCamp delivers the consistent quality, thoughtful design, and exceptional hospitality our guests have come to expect.

Hello Investor Relations -

I am an interested investor.

I noticed the AutoCamp bonus share promotion has been extended.

Can you share how much of the raise has been completed and whether the extension reflects additional investor demand, an increased fundraising target, or another strategic decision?

Thanks for sharing,

Thank you for your interest in AutoCamp and for taking the time to reach out!

The July 25 bonus share period is part of the terms of our current offering, as disclosed in our public offering materials. While we're not able to comment on fundraising progress beyond what has been publicly disclosed, any material updates to the offering, including changes to the offering terms or maximum offering amount, are reflected in our public SEC filings and offering materials.

We truly appreciate your interest in AutoCamp. If you have any additional questions about our Form C or any of the publicly available offering materials, we're always happy to help clarify them.

Hi Antoinette,

Big fan of AUTOCAMP.

Would you please direct interested CF investors to any proposed Class B dividends, annual interest rate, or revenue/profit distributions.

Or please clarify if the only potential financial benefit to Class B shareholders is at the time of buyout/IPO based on Class B share value.

Thank you,

JD.

Hi Judd,

Thank you for your interest in AutoCamp, and we're so glad to hear you're a fan!
As disclosed in our Form C, there are currently no plans to pay dividends or make regular distributions to holders of the Class B Common Stock. Similarly, the offering does not provide for an annual interest rate, as this is an equity investment rather than a debt instrument.

As with many growth-stage companies, our current focus is on investing in the business to support its long-term growth. Any future decision regarding dividends would be made by our Board of Directors and would depend on a variety of factors, including the company's financial condition, operating results, capital requirements, and other considerations at that time.

Accordingly, prospective investors should evaluate this opportunity as a long-term equity investment. Any potential return would depend on the future value of the Class B Common Stock and any future liquidity event, if one were to occur. As noted in our Form C, there is no guarantee that a liquidity event will occur.

We appreciate your thoughtful question! Please let us know if we can help clarify anything else included in our public offering materials.

On form C, " The Company will pay Dealmaker...$15,000 a month." h At what point does the $15,000 a month cease?

Hi Jacky,

The fee is paid only while the fund raising is on-going. Thank you!

Thank you, I appreciate the reply.

I'm in the process of evaluating the opportunity and wonder if it would be possible to purchase Class A shares?

Hi Jonathan,

Thank you for your interest in AutoCamp.

At this time, only Class B shares are being offered through the Reg CF raise. Class A shares are not available as part of this offering.

Hi Jonathon,

Thank you for your interest! The current Regulation Crowdfunding offering consists of Class B Common Stock. Class A shares are not being offered through this investment opportunity and are only held by the founders of the Company.

1. What reports, updates, will stockholders received and how often?
2. What is the schedule for expansion?
3. What are the locations for expansion, specifically for the next five?
4. What is the preferred exit strategy?
5. What’s the timeline projection for exit strategy?

Hi Jacky,

As a shareholder, investors can expect to receive updates and communications as required under applicable regulations and as determined appropriate by the Company. Information regarding reporting obligations associated with the Regulation Crowdfunding offering can also be found within the offering materials. The Company plans to provide updates at least annually.

As reflected in the offering materials, the long-term vision discussed for the platform represents a forward-looking growth objective and there is no assurance of future performance or expansion timing. Growth in outdoor hospitality requires significant diligence, capital, permitting, community engagement, and site evaluation, all of which can impact the pace of expansion efforts.

While the Company is excited about long-term growth opportunities, we are unfortunately not able to publicly disclose specific future expansion locations or development timelines outside of what has already been shared within the offering materials. Future projects remain subject to permitting, feasibility, market conditions, capital availability, and other considerations.

As with many private company investments, there is no guaranteed or defined exit strategy, liquidity event, or timeline. Please review the risk factors and transfer restrictions included within the Form C and offering materials.

Hi Jacky,

1. As a shareholder, investors can expect to receive updates and communications as required under applicable regulations and as determined appropriate by the Company. Information regarding reporting obligations associated with the Regulation Crowdfunding offering can also be found within the offering materials. The Company plans to provide updates at least annually.

2. As reflected in the offering materials, the long-term vision discussed for the platform represents a forward-looking growth objective and there is no assurance of future performance or expansion timing. Growth in outdoor hospitality requires significant diligence, capital, permitting, community engagement, and site evaluation, all of which can impact the pace of expansion efforts.

3. While the Company is excited about long-term growth opportunities, we are unfortunately not able to publicly disclose specific future expansion locations or development timelines outside of what has already been shared within the offering materials. Future projects remain subject to permitting, feasibility, market conditions, capital availability, and other considerations.

4-5. As with many private company investments, there is no guaranteed or defined exit strategy, liquidity event, or timeline. Please review the risk factors and transfer restrictions included within the Form C and offering materials.

Are we investing for land? For the airstreams?

Hi Michael - For clarity, the investment contemplated here is in the Brand/Management Company, not the real estate. Please see the Form C which explains that the properties are owned separately. AutoCamp Hospitality Group, Inc, provides brand and management services to the properties. AHGI does not own real estate or Airstreams.

Before investing, I'd encourage anyone considering this to open the Form C (linked under SEC Filings on this page) and check three things the marketing page does not make clear:

1) Whose revenue is the $200M valuation priced against? The marketing leads with "$150MM+ lifetime property revenue" and "$50MM+ 2026 budgeted lodging revenues." Those are property-level numbers. The entity actually selling us shares, AutoCamp Hospitality Group, Inc., had $4,350,310 in revenue in 2025 (Exhibit F), up 1.9% from $4,270,300 in 2024, with a net loss of $858,990. The pre-money is $200,071,370 (page 43). That works out to roughly 46x revenue on a company that grew under 2% and lost money last year.

2) What sits ahead of us in the cap table? Page 38 discloses 2,062,818 warrants for Class B common stock with a $0.01 strike price (about 9.3% of the company). Page 40 ("Subsequent Events") adds another 904,095 warrants on the same terms. So roughly 2.97M shares are available to existing holders for under $30,000 total, while new investors pay $9.10 per share. Those same holders also have over $5M of convertible notes that convert at a 20% discount to the offering price.

3) Note 6 of Exhibit F (Subsequent Events). The Company states it is "contemplating arrangements under which the hotel properties would engage one or more third-party hotel management companies to manage property-level operations. If implemented, the Company would exit the direct property management business." That is the operating business behind the brand. It is not mentioned anywhere on the marketing page.

Also in the Form C: a fully drawn $2M line of credit, a $1.5M gift card liability (larger than half the cash on hand), a members' deficit of $805,984 at year-end, and a pending California PAGA wage-and-hour class action with insurance coverage "not currently expected."

I'm a customer of the brand. The brand is real and the team is real. But the deal being offered to retail investors here is structurally different from the deal the existing capital stack got, and the offering page does not make that clear. It's possible I've misinterpreted something in the offering documents, in which case the Company can easily clarify.

Hi - have a few question not answered by the forms. Would it be possible to understand:

1. Unit economics by location
* occupancy
* ADR
* payback period
* contribution margin
2. Repeat customer rate
3. Expansion pipeline economics (Are newer sites improving returns?)
4. Land ownership vs lease structure
5. Debt covenants and future dilution expectations
6. Whether you are building a true hospitality platform or expanding the boutique concept.

While we appreciate your questions, SEC rules limit us from providing any other information than that included in the Form C, available through the landing page. Thank you for your interest and sorry we can't provide more.

Can you provide more details or a source regarding competitive analysis?

We can not provide any information other than what is n the form C. We are in the market on a regular basis and stay in touch with the industry. We compiled competitor information from a variety of sources which we deemed appropriate.

Thank you for the question. Additional information regarding AutoCamp’s market positioning, industry landscape, and business strategy can be found within the Offering Circular and investor materials available on our investor portal: https://invest.autocamp.com/ . We encourage prospective investors to review the publicly available materials carefully when evaluating the opportunity.

After reviewing the Form C and offering materials, here are several points that seem important for prospective investors to understand:

1. Class B Common Shares have no voting rights.

Investors will not have the ability to influence governance, future financing terms, dilution, or decisions involving the OpCo/PropCo structure.

2. This investment is in the operating company (OpCo), not the property‑owning entities (PropCo).

The OpCo manages the brand and operations but does not own the underlying real estate. The PropCo entities—where the land and buildings sit—are not part of this offering.

3. The OpCo pays rent to the PropCo, which structurally limits profitability.

Because rent is a fixed obligation and the PropCo captures asset appreciation and priority returns, the OpCo carries the operating risk while the PropCo captures most of the durable value.

4. Financials show flat revenue and ongoing losses.

Revenue grew only ~1.8% year‑over‑year, while the OpCo continues to operate at a loss and has negative equity. Costs (labor, insurance, marketing, rent) are rising faster than revenue.

5. There is no clearly defined path to profitability under the current structure.

Given the OpCo’s thin margins, fixed rent obligations, and lack of asset ownership, it is difficult to see how the OpCo becomes sustainably profitable without major changes in scale or economics.

6. Any potential upside is speculative and would likely depend on brand expansion or a strategic acquisition.

This is separate from operational profitability. A company can be unprofitable yet still be acquired for strategic reasons, but that outcome is uncertain.

7. But in a potential acquisition, a hotel brand (e.g., Hilton) would almost always acquire the OpCo, not the PropCo.

Major hotel companies follow an asset‑light model and typically buy the operating company (brand, management contracts, reservation system), not the real estate. A PropCo sale alone would not benefit OpCo shareholders unless the OpCo is explicitly included in the transaction.
Overall, this appears to be a high‑risk investment in a loss‑making operating company with no voting rights, no real‑estate ownership, and significant structural constraints on profitability. Investors should understand the OpCo/PropCo separation and the implications for future returns.

Hi Stephen, thanks for your interest in Autocamp and reviewing the Form C. We are limited in commenting much beyond the Form C, so I will only address one comment above in particular. The Operating Company does not pay rent to the Property Company. The OpCo receives fees from the properties for providing services to the property. Those fees are determined by agreement between the OpCo and the properties and are generally based on the revenues generated at the properties.

I think this is a very valid analyze. If we are asking for funding, it's very hard to see what's in for me?

Thank you for taking the time to carefully review and discuss the offering materials. We encourage all prospective investors to review the Offering Circular and related disclosures thoroughly, including the sections addressing the Company’s structure, investor rights, risk factors, financial information, and capitalization.

As part of the Regulation Crowdfunding process, the official offering materials available on the investor portal and SEC filings remain the governing source of information regarding the opportunity.

Not a single female featured in the C suite?

Hi Jacky - Thank you for the thoughtful feedback and question. AutoCamp values diverse perspectives and leadership across our organization, and we appreciate the importance of building teams with a wide range of experiences and backgrounds as the company continues to grow.

To further note, the Form C and Reg CF offering materials do not reflect our full leadership team.

What plans do you have to diversify your C-Suite?

Hi Elizabeth - Thank you for the thoughtful feedback and question. AutoCamp values diverse perspectives and leadership across our organization, and we appreciate the importance of building teams with a wide range of experiences and backgrounds as the company continues to grow.