SEC Comment Letter 0000000000-23-005823 to Moody National REIT II, Inc. (CIK 0001615222)
Moody National REIT II, Inc. (CIK 0001615222)
Date: June 1, 2023 · CIK: 0001615222 · Accession: 0000000000-23-005823
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo June 1, 2023 Amos Barclay Partner Holland & Hart LLP 1800 Broadway, Suite 300 Boulder, Colorado 80302 Re:Moody National REIT II, Inc. Schedule TO-C filed May 24, 2023 File No. 005-94072 Dear Amos Barclay: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. All defined terms used herein have the same meaning as in your offer materials. Schedule TO-C filed May 24, 2023 General 1.Provide the disclosure required by Item 1003(c) of Regulation M-A for each person specified in Instruction C to Schedule TO, including the starting and ending dates of material occupations, positions, offices or employment during the past five years for such person and his or her country of citizenship. Establishment of the Offer Price, page 6 2.We note your disclosure that “[f]or the period between February 6, 2023 and May 16, 2023, CTT Auctions reported a secondary market trading price of $7.75 for shares of the Corporation’s common stock.” If such report is based on a single transaction, so state. Alternatively, if such report is based on multiple transactions at different prices, provide the range of such prices.
FirstName LastNameAmos Barclay Comapany NameHolland & Hart LLP June 1, 2023 Page 2 FirstName LastName Amos Barclay Holland & Hart LLP June 1, 2023 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at (202) 551-3792 or Blake Grady at (202) 551-8573. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
June 1, 2023
Amos Barclay
Partner
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Re:Moody National REIT II, Inc.
Schedule TO-C filed May 24, 2023
File No. 005-94072
Dear Amos Barclay:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials.
Schedule TO-C filed May 24, 2023
General
1.Provide the disclosure required by Item 1003(c) of Regulation M-A for each person
specified in Instruction C to Schedule TO, including the starting and ending dates of
material occupations, positions, offices or employment during the past five years for such
person and his or her country of citizenship.
Establishment of the Offer Price, page 6
2.We note your disclosure that “[f]or the period between February 6, 2023 and May 16,
2023, CTT Auctions reported a secondary market trading price of $7.75 for shares of the
Corporation’s common stock.” If such report is based on a single transaction, so state.
Alternatively, if such report is based on multiple transactions at different prices, provide
the range of such prices.
FirstName LastNameAmos Barclay
Comapany NameHolland & Hart LLP
June 1, 2023 Page 2
FirstName LastName
Amos Barclay
Holland & Hart LLP
June 1, 2023
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3792 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions