S-11/A

As filed with the Securities and Exchange Commission on December 8, 2015 

Registration No. 333-198305

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-11

FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Moody National REIT II, Inc.

(Exact name of registrant as specified in its governing instruments)
6363 Woodway Drive, Suite 110
Houston, Texas 77057
(713) 977-7500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Moody National REIT II, Inc. 

6363 Woodway Drive, Suite 110
Houston, Texas 77057
(713) 977-7500
(Name, address, including zip code and telephone number,
including area code, of agent for service)

Copies to:

Mary E. Smith  Moody National REIT Sponsor, LLC  6363 Woodway Drive,  Suite 110  Houston, Texas 77057  (713) 977-7500 Rosemarie A. Thurston  Gustav F. Bahn  Alston & Bird LLP  1201 West Peachtree Street  Atlanta, Georgia 30309  (404) 881-7000 

Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐     Accelerated filer ☐     Non-accelerated filer ☐     Smaller reporting company ☒

(Do not check if a smaller reporting company)

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-198305) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits.

(b) Exhibits:

The following exhibits are filed as part of this Registration Statement:

Ex.	Description
99.1	Consent of Landauer Valuation & Advisory Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 8, 2015.

Moody National REIT II, Inc.
By:	/s/ Brett C. Moody
	Brett C. Moody
	Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this amended registration statement has been signed by the following persons in the following capacities and on December 8, 2015.

	Signature	Title
	/s/ Brett C. Moody	Chief Executive Officer, President and Chairman of the Board
	Brett C. Moody	(Principal Executive Officer)
	/s/ Robert W. Engel	Treasurer, Chief Financial Officer and Secretary (Principal Financial
	Robert W. Engel	Officer and Principal Accounting Officer)
	*	Independent Director
	Douglas Y. Bech
	*	Independent Director
	Charles L. Horn
By:	/s/ Brett C. Moody	Attorney-In-Fact
	Brett C. Moody

EXHIBIT INDEX

Exhibit Number	Description
99.1	Consent of Landauer Valuation & Advisory Services

EX-99.1

Moody National REIT II, Inc. S-11/A

Exhibit 99.1

CONSENT OF INDEPENDENT VALUER

We hereby consent to the reference to our name and description of our role in the valuation process of the Residence Inn Austin owned by MOODY NATIONAL REIT II, INC. (the “Company”) in the Company’s Registration Statement on Form S-11 (file no. 333-198305) (including any amendments thereto), and the prospectus included therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Landauer Valuation & Advisory

November 20, 2015