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United States securities and exchange commission logo
July 17, 2023
W. L. “Perch” Nelson
Chief Executive Officer
American Hospitality Properties REIT II, Inc.
14643 Dallas Parkway, Suite 970
Dallas, TX 75201
Re:American Hospitality Properties REIT II, Inc.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted June 16, 2023
CIK No.: 0001977210
Dear W. L. “Perch” Nelson:
            We have reviewed your amended offering statement 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.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Cover Page
1.Please revise your offering circular cover page to identify the most significant risk factors
involved in the purchase of the common shares.  Refer to Item 1.D. of Industry Guide 5
and Item 7(c) of Part II of Form 1-A.
2.We note your statement that you may use registered broker-dealers to assist you in this
offering. Please revise to identify the broker dealer, clearly describe their compensation
and file the engagement agreement as an exhibit, or otherwise clarify your use of a broker-
dealer in your offering.
Offering Circular Summary, page 3
3.We note your statement on page 4 that the Manager manages the operations at 11 hotels,
and that the Operator manages two such hotels, with Aimbridge Hospitality operating the

 FirstName LastNameW. L. “Perch” Nelson
 Comapany NameAmerican Hospitality Properties REIT II, Inc.
 July 17, 2023 Page 2
 FirstName LastNameW. L. “Perch” Nelson
American Hospitality Properties REIT II, Inc.
July 17, 2023
Page 2
other two. Please revise to clarify who provides the onsite management services at the
remaining hotels.
Risk Factors
If we pay distributions from sources other than our cash flow . . ., page 8
4.Please revise to expand this risk factor to discuss the associated risks that may arise from
high or fluctuating interest rates that may be a feature in any such financing or borrowing.
Plan of Distribution, page 36
5.We note our statement that you will hold closings on a semi-monthly or monthly basis,
and that the investor's subscription is irrevocable. Please revise to provide additional detail
regarding the mechanics of the closings, including a discussion of what factors will
go into deciding when to hold closings, why closings may be held inconsistently on either
a semi-monthly or monthly basis, how you will inform investors of the closing cycle, and
at which point in the closing process you will make a final determination to accept or
reject a subscription.
Valuation Policies, page 40
6.We note your disclosure here that the $10.00 minimum purchase price will exist until June
30, 2024.  Please reconcile this disclosure with your disclosure on your cover page and
elsewhere in your offering circular stating that the $10.00 minimum purchase price will
remain for up to 12 months following the commencement of this offering.
7.Please clarify who will be ultimately responsible for calculating your NAV.  We note your
disclosure that you may engage a third party to calculate or assist in your NAV
calculations.
Description of Business, page 42
8.You state that the issuer was formed to invest in "limited and upscale select service"
hotels in the United States.  You state elsewhere that you were formed to invest in
"premium branded" hotels in the United States. Please expand your disclosures to explain
these classifications.
9.Please disclose the basis for your anticipated 7% annual distribution to stockholders from
cash generated by operations, as you are a blind-pool company with no current assets or
operations. Refer to Part II(b) of Form 1-A.
Executive Officers and Directors, page 51
10.We refer to your statement on page 15 that "the Manager and/or its other affiliates are not
required to devote all of their time and efforts to our affairs," and your disclosure here that
each of your two executive officers are also officers of the Manager. To the extent your
executive officers are working part-time, please revise to state approximately the average

 FirstName LastNameW. L. “Perch” Nelson
 Comapany NameAmerican Hospitality Properties REIT II, Inc.
 July 17, 2023 Page 3
 FirstName LastName
W. L. “Perch” Nelson
American Hospitality Properties REIT II, Inc.
July 17, 2023
Page 3
number of hours per week or month such person works or is anticipated to work. Refer to
Item 10(a)(2) of Part II of Form 1-A. Please also revise the table to clarify if each of these
officers is also an Executive Director, rather than a Director, as we note your statement
that each of these officers is also an executive officer of the Manager.
Management Compensation, page 57
11.Please reconcile your disclosure here that the manager will be able to receive an annual
Asset Management Fee in an amount of up to 1% of the aggregate purchase price with the
disclosure on page F-10 noting that the manager will be entitled to receive a quarterly
asset management fee in an amount of up to 1% of the gross revenues from the properties.
Principal Stockholders, page 60
12.Your beneficial ownership table indicates that there are three persons in the group
comprising directors and executive officers as a group, but we note that there are only two
individuals referenced throughout your offering circular, W.L. "Perch" Nelson and Jay
Anderson.  We also note that you have only identified two members of the Investment
Committee, but indicate on page 46 that the consent of at least three members is required
and on page 56 that the Investment Committee will have at least three members. Please
reconcile these disclosures, or advise.
Prior Performance Summary, page 60
13.We note your lead-in narrative disclosure that prior to the onset of the COVID-19
pandemic, you have not experienced any material adverse business developments or
conditions. Please revise to describe such material adverse developments and conditions
experienced as a result of the pandemic and afterwards. We also note that based on your
disclosures, your Manager and its affiliated entities appear to own a percentage of these
platforms. Please revise your disclosures to clearly explain the percentage of each
Platform that is owned by your Manager or its affiliated entities, and add disclosure to
explain how the management functions of the platforms were divided between the
Manager and the other owners of the platforms to provide investors with an understanding
of the scope of management responsibilities of the Manager with respect to these
platforms. Revise to disclose the total number of your investors. Please also revise to
clarify here whether any of the programs have not provided a liquidity event within the
estimated or targeted time frame disclosed to investors at the time the securities were
initially offered.
14.We refer to your statement that American Hospitality Properties Fund I, LLC and Fund III
each own 5% of Platform A. However, we also note that you state the latter invested
approximately $1.6 million in Platform A and that Fund III invested approximately $3.9
million in Platform A. Please revise to clarify how the percentage ownerships are the same
with different amounts invested.

 FirstName LastNameW. L. “Perch” Nelson
 Comapany NameAmerican Hospitality Properties REIT II, Inc.
 July 17, 2023 Page 4
 FirstName LastName
W. L. “Perch” Nelson
American Hospitality Properties REIT II, Inc.
July 17, 2023
Page 4
Description of Capital Stock and Certain Provisions of Delaware Law, Our Charter and ByLaws,
page 67
15.We note your reference to a share repurchase program on page 74 of your offering
circular.  Please revise your disclosure to provide pertinent details regarding this program.
Refer to Item 17 of Guide 5.
U.S. Federal Income Tax Consideration
Requirements for Qualification, page 83
16.We refer to your statement on page 86 that you intend to engage the Operator (PAH
Management, LLC), that you believe the Operator qualifies as an "eligible independent
contractor," and that to qualify as such, the contractor must be actively engaged in the
business of operating qualified lodging facilities for persons unrelated to the taxable REIT
subsidiary or its affiliated REIT. We also note your disclosure on page 60 that the
Operator currently manages 13 hotels owned by affiliates of the Manager and provides
onsite management services at two of these hotels. Please further expand your disclosures
to explain why you believe that PAH Management qualifies as an "eligible independent
contractor."
How to Subscribe, page 108
17.Please reconcile your disclosures on page 109 as well as on page 70, which state that the
minimum purchase is 50 shares while your disclosures elsewhere in the offering circular
state that the minimum purchase is 500 shares at 10.00 per share (i.e., a $5,000 minimum
investment).
18.We note your disclosure on page 109 that the Manager may revise the minimum purchase
requirement in the future.  Please revise to explain why the Manager may make this
revision in the future, how the minimum purchase requirement may be revised, and how
you would intend to inform investors of this change.
Appendix A: Prior Performance Tables, page A-1
19.We refer to your statement that all information contained in the tables in the appendix are
as of December 31, 2022. However, we note that the information presented in Table III do
not appear to include information for 2022. Please revise to address the discrepancy.
20.We note that Table II indicates that Fund III raised more than $48 million. We also note
that you state on page 61 that Fund III closed in May 2019 with approximately $23.4
million of committed capital. Please revise to address the discrepancy.
1. Organization, page F-8
21.We note your reference to AHP REIT OP, LP as the operating partnership for American
Hospitality Properties REIT II, Inc.  This appears to be inconsistent with your disclosure

 FirstName LastNameW. L. “Perch” Nelson
 Comapany NameAmerican Hospitality Properties REIT II, Inc.
 July 17, 2023 Page 5
 FirstName LastName
W. L. “Perch” Nelson
American Hospitality Properties REIT II, Inc.
July 17, 2023
Page 5
on your cover page of Part II and elsewhere within your filing which indicates that your
operating partnership is AHP REIT II OP, LP.  Please revise as appropriate.
General
22.Please ensure that all defined terms are defined upon first use.  For example, we note that
the acronym "SPE" is used on page 5 and is not defined until page 57. We also note that
you reference Selling Group Members without identifying such members.
23.Please supplementally provide us with a template for your future NAV disclosures.
24.Please disclose in your offering circular that you will follow the parameters of the
undertaking contained in Item 20.D of Guide 5 in updating your offering circular to reflect
acquisitions during the distribution period.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kenneth L. Betts