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CORRESP
1
filename1.htm

kenneth
l. betts

Partner

214-453-646435

KBetts@winston.com

August
18, 2023

Ms.
Isabel Rivera

Division
of Corporation Finance

Office
of Real Estate & Construction

United
States Securities and Exchange Commission

Washington,
D.C. 20549

Re: American
                                            Hospitality Properties REIT II, Inc.

  Amendment
                                            No. 1 to Draft Offering Statement on Form 1-A

  Submitted
                                            July 24, 2023

  CIK
                                            No.: 0001977210

Dear
Ms. Rivera:

This
letter is submitted on behalf of American Hospitality Properties REIT II, Inc. (the “Company”) in response to the comments
of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
with respect to the received Company’s Amendment No. 1 to Draft Offering Statement on Form 1-A (File No. 0001977210) (the “Offering
Statement”), as set forth in your letter dated August 11, 2023 addressed to Mr. W.L. “Perch” Nelson, the Chief Executive
Officer of the Company (the “Comment Letter”). The Company is concurrently filing an amendment to the Offering Statement
(the “Amendment”), which includes changes to the Offering Statement to reflect responses to the Staff’s comments.

For
reference purposes, the text of the Comment letter has been reproduced herein with responses below each numbered comment. For your convenience,
the Staff’s comments are set forth below in bold font, with the Company’s responses immediately following such comments.
The responses provided herein are based on information provided to Winston & Strawn LLP by the Company. Defined terms used herein
but not otherwise defined herein have the meanings given to them in the Amendment.

Amendment
No. 1 to Draft Offering Statement on Form 1-A filed July 24, 2023

General

 1. We
                                            note your response to comment 23. With a view towards disclosure, please provided additional
                                            details regarding your calculation of net asset value (“NAV”), including:

 ● who
                                            is ultimately responsible for your NAV calculation;

 ● a
                                            breakdown of your NAV calculation showing its components;

 ● a
                                            discussion of any key assumptions made in your NAV calculation; and

 ● a
                                            quantitative illustration of the sensitivity of the valuation to a percentage change in one
                                            or more key assumptions.

    August
                                            18,
                                            2023

    Page
    2

In
addition, with respect to future filings, please confirm that you will provide a comparative breakdown of NAV components for comparable
period valuations and the results of historical NAV calculations. We may have further comments.

Response:
In response to the Staff’s comment, the Company has revised the language on page 39 of the Amendment to provide the requested disclosure.
The Company hereby confirms to the Staff that, with respect to future filings, the Company will provide a comparative breakdown of NAV
components for comparable period valuations and the results of historical NAV calculations. In addition, we inadvertently failed to include
the full template for the Company’s future NAV disclosures in our prior correspondence with the Staff dated August 1, 2023. Accordingly,
we are providing the Staff, on a supplemental basis, the complete template for such disclosures as Exhibit A to this letter.

Plan
of Distribution

 2. We
                                            note your updated disclosure in response to comment 5 and reissue the comment in part. Please
                                            specifically discuss whether investors who submit a subscription agreement have the right
                                            to request a return of their subscription payment and, if so, the timeframe required for
                                            such request.

Response:
In response to the Staff’s comment, the Company has revised the language on page __ of the Amendment to provide the requested disclosure.

Management
Compensation, page 56

 3. We
                                            note your response to Comment 11 and reissue the comment in part. Your offering circular
                                            retains references to an asset management fee to be received quarterly (F-10) and monthly
                                            (page 57). Please reconcile your disclosure.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page F-10 of the Amendment to make it clear that
the asset management fee is payable monthly.

If
you have any questions in connection with these comments, please do not hesitate to contact me at (214) 453-6435 or by email at kbetts@winston.com.

    Sincerely,

    /s/
    Kenneth L. Betts

Enclosures

cc: W.
                                            L. “Perch” Nelson

 Chief
                                            Executive Officer

 American
                                            Hospitality Properties REIT II, Inc.

Exhibit
A

NAV
TEMPLATE

Net
Asset Value as of _____ __, 20__

As
of _____ __, 20__, our NAV per share of common stock is $____. This NAV per share of common stock shall be effective until updated by
us on or about _____ __, 20__ (or as soon as commercially reasonable thereafter), unless updated by us prior to that time.

Components
of NAV

The
following sets forth the calculation of NAV for our shares of common stock:

BALANCE
SHEETS (UNAUDITED)

    (In thousands, except share and per share amounts)
    _____ __,

    20__ (1)
    _____ __,

20__ (1)

    ASSETS

    Cash and cash equivalents
    $
    $

    Real estate investments, at fair value

    Other assets

    Total Assets
    $
    $ -

    LIABILITIES

    Accounts payable
    $
    $

    Dividends payable (2)

    Settling subscriptions

    Total Liabilities
    $
    $

    NET ASSETS CONSIST OF:

    Stockholders’ Equity:

    Common shares; 10,000,000 shares authorized; _________ and ________ shares issued  and outstanding on _____ __, 20__ and _____ __, 20__, respectively
    $
    $

    Retained earnings (Accumulated deficit)

    Net adjustments to fair value

    NET ASSETS
    $
    $

    NET ASSET VALUE PER SHARE, on _________ and __________ shares issued and outstanding for the periods ended _____ __, 20__ and _____ __, 20__, respectively (3)
    $
    $

Exhibit
A

(1)
Estimated Balance Sheets as of _____ __, 20__ and _______ __, 20__.

(2)
This amount does not include accrual for dividends payable that were declared before _____ __, 20__ that relate to the second quarter
of ____ or dividends payable that were declared before _______ __, 20__ that relate to the first quarter of ____, respectively.

(3)
The total shares issued and outstanding used in the computation of net asset value per share is the estimated amount of shares immediately
prior to redemptions that are processed and effective on _____ __, 20__ and ________ __, 20__, respectively, as the NAV per share price
is used to determine the redemption price in certain cases under our redemption plan.

On
_____ __, 20__, the Company announced that its net asset value per share (“NAV”) as of _____ __, 20__ is $_____ per share
of our common stock. This NAV per share of our common stock shall be effective until updated by us on or about _____ __, 20__ (or as
soon as commercially reasonable thereafter), unless updated by us prior to that time.

As
described in the section titled “Plan of Distribution — Valuation Policies” of our Offering Circular, our goal is to
provide a reasonable estimate of the market value of our shares on a quarterly basis. However, the majority of our assets consist of
hotel properties and, as with any real estate valuation protocol, the conclusions reached by us are based on a number of judgments, assumptions
and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would
likely result in different estimates of the value of our real estate assets and investments. In addition, for any given quarter, our
published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our
portfolio is not immediately quantifiable. As a result, the quarterly calculation of our NAV per share may not reflect the precise amount
that might be paid for your shares in a market transaction, and any potential disparity in our NAV per share may be in favor of either
stockholders who buy new shares or existing stockholders. However, to the extent quantifiable, if a material event occurs in between
quarterly updates of NAV that would cause our NAV per share to change by 10% or more from the last disclosed NAV, we will disclose the
updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as
reasonably practicable and will update the NAV information provided on our website.

Our
Manager’s internal accountants calculated our NAV per share using a process that reflects (1) estimated values of each of our real
estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events, (2)
quarterly updates in the price of liquid assets for which third party market quotes are available, (3) accruals of our distributions
payable at the end of the quarter related to the current or previous quarters, and (4) estimates of quarterly accruals, on a net basis,
of our operating revenues, expenses and fees.

For
investments made within the previous or current quarter where we have not received our first set of reporting data from our investments,
our NAV is generally based on the information we used during our regular underwriting processes and in consideration of other market
data available to us. We are not aware of any events that would have a material impact on the estimated values included herein that occurred
between the date of the latest information we received with respect to our investments and the NAV reporting date.