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United States securities and exchange commission logo
July 14, 2023
Stephen Robie
Chief Financial Officer
Noyack Logistics Income REIT II, Inc.
2 Blue Slip, Suite 7J
Brooklyn, NY 11222
Re:Noyack Logistics Income REIT II, Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed June 29, 2023
File No. 024-11850
Dear Stephen Robie:
             We have reviewed your amendment 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 this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A POS
General
1.If you do not intend to convert the crypto assets to U.S. dollars upon receipt from an
investor or at the time of the Closings, please disclose your policies related to monetizing
the crypto assets and the uses of the crypto assets.  Depending upon your intended uses of
the crypto assets, please provide disclosure in your business section, risk factors section
and management’s discussion and analysis of financial condition and results of operations
section, as appropriate, regarding any significant crypto asset market developments
material to understanding or assessing your business, financial condition and results of
operations or Share price.  For additional guidance, please see the Division of Corporation
Finance’s Sample Letter to Companies Regarding Recent Developments in Crypto Asset
Markets issued by the Staff in December 2022.

 FirstName LastNameStephen Robie
 Comapany NameNoyack Logistics Income REIT II, Inc.
 July 14, 2023 Page 2
 FirstName LastNameStephen Robie
Noyack Logistics Income REIT II, Inc.
July 14, 2023
Page 2

Purchase Price per Share, page 94
2.Please identify the crypto assets investors may use to purchase Shares in your offering,
and please clarify what you mean by the “market-rate” crypto conversion fee.
3.Please disclose (i) how and when you will calculate the value of the crypto assets used for
payment of the Shares to determine the number of Shares an investor can purchase, (ii)
how and when you will communicate the valuation and the number of Shares to the
investor, (iii) whether the investor will be able to revoke the subscription based upon how
you value the crypto assets used for payment of the Shares
4.If a subscription is rejected or payment is to be refunded, please disclose whether you will
return the same number and type of crypto assets to the investor, and, if the value of the
crypto assets received from the investor has changed, what means will be used to
determine the amount and form of the refund, including how you will determine the value
of the crypto assets at the time of the refund, if applicable.  In addition, please disclose
whether the “one-time, market-rate crypto conversion fee” will be refunded if the
subscription is rejected.
5.Please disclose whether you intend (i) to hold the crypto assets until the Initial Closing,
until each Subsequent Closing or until a later date or (ii) to convert the crypto assets to
U.S. dollars upon receipt from an investor.  If you intend to hold the crypto assets for any
period of time, (i) disclose how you will do so, including both the identity of the third-
party crypto asset wallet provider and a discussion in your risk factors section of the risks
related to using a crypto asset wallet provider and to safeguarding your crypto assets, (ii)
describe here and in your risk factors section the risks related to the price volatility of the
crypto assets you receive for Shares, including quantitative information that shows the
price volatility of the crypto assets, and (iii) disclose how you will calculate the value of
the crypto assets on an on-going basis to determine whether you have received the
Minimum Amount of subscription agreements and for the calculation of NAV.
6.If you intend to use a third-party custodian to hold the crypto assets used for payment of
the Shares, please identify the custodian, and disclose the material terms of the agreement,
including:
•what portion of your crypto assets are held in hot wallets or cold wallets;
•the geographic location of where crypto assets are held in cold wallets;
•whether any person (e.g., auditors, etc.) is responsible for verifying the existence for
the crypto assets held by the third-party custodian; and
•whether any insurance providers have inspection rights associated with the crypto
assets held in storage; and
•a description of your custodian’s insurance and the degree to which such policies
provide coverage for the loss of your crypto assets.

 FirstName LastNameStephen Robie
 Comapany NameNoyack Logistics Income REIT II, Inc.
 July 14, 2023 Page 3
 FirstName LastName
Stephen Robie
Noyack Logistics Income REIT II, Inc.
July 14, 2023
Page 3
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Brigitte Lippmann at (202) 551-3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ken Betts, Esq.