ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As previously disclosed, on March 20, 2023, Ashford Inc. (the "Company"), filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "Original 8-K"), to announce that its subsidiary, RED Hospitality & Leisure, LLC ("RED"), a leading watersports and resort services company, acquired privately held Alii Nui and Maui Dive Shop ("Alii Nui"), Maui's premier luxury catamaran and diving operation. RED completed the transaction to acquire Alii Nui on March 17, 2023 for a total purchase price of $11.0 million, which consisted of $8.0 million in cash (subject to certain adjustments), $1.0 million of contingent consideration and 80,000 preferred units issued by RED issued at $25 per unit for a total liquidation value of $2.0 million.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Audited Statement of Assets Acquired and Liabilities Assumed as of March 17, 2023

The Company is filing this Amendment to the Original 8-K solely to provide an audited Statement of Assets Acquired and Liabilities Assumed of Alii Nui as of the closing date March 17, 2023, which was excluded from the Original 8-K in reliance on the instructions to such item. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original 8-K. The revenue, earnings and assets associated with this transaction are not significant to the Company's historical consolidated financial statements.



(d) Exhibits


Exhibit No.    Description

23.1    C    onsent of     BDO USA, LLP    ,     independent auditors.

99.1    A    udited     Statement of Assets Acquired and Liabilities
Assu    med     as of March 17, 2023    .

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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