UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105848 / July 6, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-21586

In the Matter of

Legacy Hospitality II, LLC,

Legendary Capital REIT III, LLC,

and Corey R. Maple,

Respondents.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On August 28, 2023, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings and

Imposing a Cease-and-Desist Order (the “Order”) 1 against Legacy Hospitality II, LLC,

Legendary Capital REIT III, LLC, and Corey R. Maple (collectively, the “Respondents”). In the

Order, the Commission found that the Respondents violated Sections 17(a)(2) and 17(a)(3) of the

Securities Act.

The Commission ordered Legacy to pay disgorgement of $2,283,000, prejudgment

interest of $459,012.67, and a civil money penalty of $1,150,000, for a total of $3,892,012.67,

pursuant to a payment plan detailed in the Order. The Commission further ordered Legendary to

pay disgorgement of $463,900, prejudgment interest of $85,431.50, and a civil money penalty of

$225,000 for a total of $774,331.50, also pursuant to a payment plan detailed in the Order. The

Commission also ordered Maple to pay a civil money penalty of $100,000. Collectively,

Respondents were ordered by the Commission to pay a total of $4,766,344.17, to the

Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the penalties collected, along with the disgorgement and

prejudgment interest collected, can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $4,766,344.17 collected from the Respondents. The assets of

the Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund and has been deposited in a Commission-designated account at the U.S. Department of the

Treasury, and any interest accrued will be added to the Fair Fund.

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Securities Act Rel. No. 11227 (Aug. 28, 2023).

On September 4, 2025, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”), 2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”); 3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to

Jennifer Cardello via email at cardelloj@sec.gov. The Notice also advised that all persons

desiring to comment on the Proposed Plan could submit their comments, in writing, within 30

days of the Notice. The Commission received one public comment during the comment period

(the “Comment Letter”).

After considering the Comment Letter received on the Proposed Plan, the Commission

staff and Fund Administrator recommend that the Proposed Plan be approved without

modification.

A.

Public Comment on the Proposed Plan

By letter dated October 3, 2025, the Lodging Opportunity Fund Real Estate Investment

Trust and Lodging Fund REIT III, Inc. (the “REIT Funds”) objected to the Proposed Plan on two

grounds. Firstly, they argued disbursement of the Fair Fund should be made to the REIT Funds

rather than to the underlying harmed investors. Secondly, they argued that under the Supreme

Court’s decision in SEC v. Jarkesy, 4 the Commission is required to petition a Court in order to

create and distribute the Fair Fund.

1.

Objection to the Disbursement to Harmed Investors

By their comment letter, the REIT Funds request the Proposed Plan be revised to

distribute the Fair Fund to the REIT Funds rather than to the underlying harmed investors in the

REIT Funds. The commenters request this change by asserting that the misallocated funds were

taken from the REIT Funds, so they are the “true victim” of the violations and disbursement to

the REIT Funds will benefit “all investors equally.” They further argue that compensating

investors could result in “double recovery”; that compensating harmed investors could create an

administrative burden in the form of tax reporting obligations; and that a disbursement directly to

harmed investors “bypasses a finding of pecuniary harm.”

The Commission has considered these objections and concludes that it does not require

modification of the Proposed Plan. The Commission has determined that a disbursement to the

REIT Funds may fail to compensate all investors harmed by the Respondents’ allegations and

may grant windfalls to unharmed investors. Furthermore, disbursing the Fair Fund to the REIT

Funds assumes the risks of returning the collected funds to the custody and control of the

Respondents in this case. Additionally, Section III(A) of the Plan of Allocation, attached as

Exhibit A to the Proposed Plan, accounts for Eligible Claimants’ potential Prior Recovery; the

administrative burden, if any, created by distribution directly to harmed investors would not be

Exchange Act Rel. No. 103861 (Sept. 4, 2025).

17 C.F.R. § 201.1103.

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603 U.S. 109 (2024).

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so great as to justify an alteration of the Proposed Plan; and a finding of pecuniary harm, even if

such a finding was necessary, has been made in this matter, as the investors have been identified

and the methodology to calculate their harm is described in the Plan of Allocation.

2.

Objection to the Creation and Distribution of a Fair Fund

By its comment letter, the REIT Funds also assert that, as a result of the Supreme Court’s

decision in Jarkesy, the Commission must petition a court to create and distribute the Fair Fund,

because it includes civil penalties.

The Commission has considered this objection and concludes that it does not require

modification of the Proposed Plan. The REIT Funds’ objection overstates the holding of

Jarkesy, which did not address the Commission’s ability to distribute civil penalties obtained

through a settled administrative proceeding. In addition, the Respondents consented to the

imposition of civil penalties and have not subsequently challenged the Commission’s imposition

or collection of civil penalties in this case. For these reasons, an objection to the Proposed Plan

of Distribution is not the appropriate vehicle to bring such a challenge.

B.

Approval of the Proposed Plan

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s

Rules, that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

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By the Commission.

Vanessa A. Countryman

Secretary

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17 C.F.R. § 201.1104.

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