As filed with the Securities and Exchange Commission on April 24, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13 (E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LIGHTSTONE VALUE PLUS REIT II, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

53227H

(CUSIP Number of Class of Securities)

Terri Warren Reynolds, Esq.

c/o The Lightstone Group

Lightstone Value Plus REIT II, Inc.

1985 Cedar Bridge Avenue, Suite 1

Lakewood, New Jersey 08701

(732) 367-0129

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
		☐	third-party tender offer subject to Rule 14d-1.
		☒	issuer tender offer subject to Rule 13e-4.
		☐	going-private transaction subject to Rule 13e-3.
		☐	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
		☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
		☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

SCHEDULE TO

This Tender Offer Statement on Schedule TO relates to the offer by Lightstone Value Plus REIT II, Inc., a Maryland corporation (the “Company”), to purchase for cash up to 700,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the number of Shares by up to approximately 328,000 Shares) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price of $6.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 24, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, constitute the “Offer,” copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.

Items 1 through 9.

The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated by reference in answer to Items 1 through 9 of this Tender Offer Statement on Schedule TO.

Item 10.

Financial Statements.

Not applicable. Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial statements are not considered material because (i) the consideration consists solely of cash, (ii) the Offer is not subject to any financing condition, and (iii) the Company is a public reporting company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR.

Item 11.

Additional Information.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Item 11 of this Tender Offer Statement on Schedule TO.

Item 12.

Exhibits.

The Exhibit Index appearing after the signature page to this Schedule TO is incorporated by reference.

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

EXHIBIT INDEX

(a)(1)(A)*			Offer to Purchase dated April 24, 2024

(a)(1)(B)*			Letter of Transmittal

(a)(1)(C)*			Odd Lot Certification Form

(a)(1)(D)*			Letter of Custodians

(a)(2)(A)*			Letter to Stockholders dated April 24, 2024

(a)(2)(B)*			Email to Financial Advisors

(a)(5)(A)*			Excerpt from Current Report on Form 8-K regarding share redemption program

107*			Calculation of Filing Fee Table

*	Filed herewith.

LIGHTSTONE VALUE PLUS REIT II, INC.

Date: April 24, 2024

/s/Seth Molod

Seth Molod

Chief Financial Officer and Executive Vice President