UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| For Period Ended: December 31, 2023 | |
| ☐ Transition Report on Form 10-K | |
| ☐ Transition Report on Form 20-F | |
| ☐ Transition Report on Form 11-K | |
| ☐ Transition Report on Form 10-Q | |
| For the Transition Period Ended: |
| Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Moody National REIT II, Inc.
Full Name of Registrant
Former Name if Applicable
9655 Katy Freeway, Suite 600
Address of Principal Executive Office (Street and Number)
Houston, Texas 77024
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
☒ |
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Moody National REIT II, Inc. (the “Company”) was unable to file its Annual Report on Form 10-K for the period ended December 31, 2023 (the “Form 10-K”) by the prescribed filing deadline (April 1, 2024) without unreasonable effort or expense because Frazier & Deeter, LLC (“F&D”), the Company’s independent auditors, require additional time to complete F&D’s audit of the Company’s financial statements to be included in the Form 10-K. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company will file its Form 10-K no later than April 16, 2024.
A copy of F&D’s statement, as required by Rule 12b-25(c) of the Exchange Act, is attached hereto as Exhibit 99.1.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
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Robert Engel |
713 |
977-7500 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| Yes ☐ No ☒ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Moody National REIT II, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2024
By:
/s/ Brett C. Moody
Name: Brett C. Moody
Title: Chief Executive Officer
Moody National REIT II, Inc. NT-10K
Exhibit 99.1
April 2, 2024
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
This letter is provided pursuant to Rule 12b-25(c) under the Securities Exchange Act of 1934, as amended, and in satisfaction of Item (c) of Part II of Form 12b-25.
We are the independent auditors of Moody National REIT II, Inc. (the "Company"). The Company has stated in Part III of its filing on Form 12b-25 that it was unable to timely file, without unreasonable effort or expense, its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report") because we require additional time to complete our audit of the Company's financial statements to be included in the Annual Report.
We hereby advise you that we have read the statements made by the Registrant in Part III of its filing on Form 12b-25 and agree that we need additional time to complete our audit. More specifically, we have not completed our audit procedures related to investment properties.
/s/ Frazier & Deeter, LLC
Nashville, Tennessee