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September 5, 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.
Offering Statement on Form 1-A
Filed August 18, 2023
File No. 367-00346
Dear W. L. “Perch” Nelson:
            We have reviewed your 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. Unless we note
otherwise, our references to prior comments are to comments in our August 11, 2023 letter.
Form 1-A filed August 18, 2023
General
1.We note your response to prior comment 1.  Please also confirm that in future filings, you
will provide (i) a statement that the Manager is ultimately responsible for your NAV
calculation, (ii) the range or weighted average for each key assumption, and (iii) a
quantitative illustration of the sensitivity of the valuation to a percentage change in one or
more key assumptions.
Exhibits
2.We note your risk factor disclosure on page 29 regarding provisions (i) setting limitations
on ownership by "benefit plan investors" and (ii) authorizing the redemption of any
investor's interests for which you determine there is a material likelihood you would be

 FirstName LastNameW. L. “Perch” Nelson
 Comapany NameAmerican Hospitality Properties REIT II, Inc.
 September 5, 2023 Page 2
 FirstName LastName
W. L. “Perch” Nelson
American Hospitality Properties REIT II, Inc.
September 5, 2023
Page 2

deemed a fiduciary under applicable law.  We are unable to locate such provisions in your
Articles of Incorporation (Exhibit 2.1) or Bylaws (Exhibit 2.2).  Please reconcile your
disclosure or advise.
3.Please file executed versions of your indemnification agreements with executive officers
and directors referenced on page 51 of your offering circular.  Refer to Item 17.6(b) of
Form 1-A.
            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