As filed with the Securities and Exchange Commission on December 8, 2015
Registration No. 333-198305
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-11
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Moody National REIT II, Inc.
(Exact name of registrant as specified in its governing instruments)
6363 Woodway Drive, Suite 110
Houston, Texas 77057
(713) 977-7500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Moody National REIT II, Inc.
6363 Woodway Drive, Suite 110
Houston, Texas 77057
(713) 977-7500
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies to:
Mary E. Smith Moody National REIT Sponsor, LLC 6363 Woodway Drive, Suite 110 Houston, Texas 77057 (713) 977-7500 | Rosemarie A. Thurston Gustav F. Bahn Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 (404) 881-7000 |
Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒
(Do not check if a smaller reporting company)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-198305) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits.
(b) Exhibits:
The following exhibits are filed as part of this Registration Statement:
| | Ex. | | Description |
| | | | |
| | 99.1 | | Consent of Landauer Valuation & Advisory Services |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 8, 2015.
| | Moody National REIT II, Inc. |
| | | |
| | By: | /s/ Brett C. Moody |
| | | Brett C. Moody |
| | | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this amended registration statement has been signed by the following persons in the following capacities and on December 8, 2015.
| | Signature | | Title | |
| | | | |
| | /s/ Brett C. Moody | | Chief Executive Officer, President and Chairman of the Board |
| | Brett C. Moody | | (Principal Executive Officer) |
| | | |
| | /s/ Robert W. Engel | | Treasurer, Chief Financial Officer and Secretary (Principal Financial |
| | Robert W. Engel | | Officer and Principal Accounting Officer) |
| | | |
| | * | | Independent Director |
| | Douglas Y. Bech | | |
| | | |
| | * | | Independent Director |
| | Charles L. Horn | | |
| | | |
| By: | /s/ Brett C. Moody | | Attorney-In-Fact |
| | Brett C. Moody | | |
EXHIBIT INDEX
