10-K/A
 AMENDMENT TO FORM 10-K

 UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM
10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Transition Period from to.

 Commission file number 000-55778

 MOODY
NATIONAL REIT II, INC.

 (Exact name of registrant as specified in its charter)

 Maryland

 47-1436295

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 9655 Katy Freeway, Suite 600

 Houston, Texas

 77024

 (Address of principal executive offices)

 (Zip Code)

 (713) 977-7500
(Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:

 Title of Each Class

 Trading Symbols(s)

 Name of each exchange on which registered

 None

 N/A

 N/A

 Securities registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934:

 Common Stock, $0.01 par value per share

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No

 Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 The aggregate market value of the common stock
held by non-affiliates of the registrant: There is currently no established market for the registrant's shares of common stock.
There were 13,640,429 shares of the registrant's common stock held by non-affiliates as of June 30, 2023, the last business day
of the registrant's most recently completed second fiscal quarter.

 As of March 26, 2024, there were 13,640,429 shares
of the registrant's common stock issued and outstanding, consisting of 13,000,645 shares of Class A common stock, 159,092 shares
of Class I common stock, and 480,692 shares of Class T common stock.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A ("Amendment
No. 1") amends the Annual Report of Moody National REIT II, Inc. (the "Company") on Form 10-K for the fiscal year ended
December 31, 2023, as filed with the Securities and Exchange Commission on April 11, 2024 (the "Original Filing").

 This Amendment No. 1
is being filed solely to include the conformed signature of Frazier & Deeter, LLC ("/s/ Frazier & Deeter, LLC"), the
Company's independent auditors, inadvertently omitted from the "Report of Independent Registered Public Accounting Firm"
included in the Original Filing.

 No other changes are made to the Original Filing
by this Amendment No. 1. This Amendment No. 1 does not reflect events
occurring after the filing of the Original Filing.

 Report of Independent
Registered Public Accounting Firm

 To the Stockholders and Board of Directors
of

 Moody National REIT II, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying
consolidated balance sheets of Moody National REIT II, Inc. and subsidiaries (the "Company") as of December 31, 2023 and
2022, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then
ended, and the related notes and financial statement schedule III (collectively, the "consolidated financial statements"). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we
are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter
communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does
not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Investments in hotel properties,
net - Indicators of impairment and Assessment of expected holding periods

 Description of the Matter

 As of December 31,
2023, the Company had investments in hotel properties, net of accumulated depreciation, of $386,297,000. As further disclosed in Note
2 to the consolidated financial statements, throughout the year the Company performs an analysis of each property to determine whether
an indicator of impairment exists. Many indicators of impairment, such as unfavorable changes in economic conditions or changes in the
intended holding periods of the properties, are subjective. If indicators of impairment are present, the Company determines whether the
sum of the undiscounted cash flows estimated to be generated by the respective properties over their estimated remaining useful life,
based on historical and industry data, is less than the properties' carrying amounts. The Company prepares an annual recoverability analysis
assuming estimated cash flows for each of its properties to assist with its evaluation of impairment indicators.

 Management's
analysis is complex due to the highly judgmental nature of identifying indicators of impairment as well as any change in the property's
intended hold period and projected undiscounted future cash flows. The inputs used to analyze properties for impairment, such as a change
in the intended holding period of the property, projected undiscounted future cash flows, and determination of the capitalization rate
used, are subjective. Auditing management's analysis requires significant audit effort.

 How We Addressed the Matter in
Our Audit

 We obtained
an understanding and evaluated the design over the Company's review of indicators of impairment, including changes in the intended hold
period.

 Our testing
of the Company's indicators of impairment included, among others, evaluating management's analysis, including testing the completeness
and accuracy of the underlying data, testing both internal operating projections and an evaluation of terminal capitalization rates through
third-party industry guides and our industry expert. For example, we tested estimated cash flows by comparing them to historical operating
results by property and current industry, market, and economic trends through third-party industry guides. In addition, we considered
the hold period necessary for the property's carrying value to be recovered via undiscounted cash flows. We held discussions with management
about the status of any potential transactions and management's judgments to understand the probability of future events that could affect
the holding period and other cash flow assumptions for the properties.

 We have served as the Company's auditor
since 2014.

 /s/ Frazier & Deeter, LLC

 Nashville, Tennessee

 April 10, 2024

 ITEM 15.

 Exhibits and Financial Statement Schedules

 The
following documents are filed as part of this Amendment No. 1:

 EXHIBIT INDEX

 Exhibit
 Number

 Description

 31.1*

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 * Filed herewith.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 MOODY NATIONAL REIT II, INC.

 Date: May 10, 2024

 By:

 /s/ Brett C. Moody

 Brett C. Moody

 Chief Executive Officer and President


10-K/A
 AMENDMENT TO FORM 10-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31,
2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM _____________
TO _____________

 Commission File Number 001-11476

 VERTEX ENERGY, INC.

 (Exact name of registrant as specified in its
charter)

 Nevada

 94-3439569

 (State or other jurisdiction of

 (I.R.S. Employer Identification No.)

 incorporation or organization)

 1331 Gemini Street, Suite 250, Houston, Texas

 77058

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: 866-660-8156

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbols(s)

 Name of each exchange on which registered

 Common Stock,

$0.001 Par Value Per Share

 VTNR

 The NASDAQ Stock Market LLC

 (Nasdaq Capital Market)

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of " large accelerated filer, " " accelerated filer, " " smaller reporting
company, " and " emerging growth company " in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act.

 Yes No

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business
day of the registrant's most recently completed second fiscal quarter was approximately $534,959,675. For purposes of calculating
the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except
for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders,
we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders
exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be
deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our
company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings
of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of the Original Report
(defined below).

 State the number of shares of the issuer's
common stock outstanding, as of the latest practicable date: 93,514,346 shares of common stock issued and outstanding as of
March 6, 2024.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 Vertex Energy, Inc. (the " Company ")
is filing this Amendment No. 1 on Form 10-K/A (this " Amendment No. 1 ") to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission on March 7, 2024 (the " Original
Report "). This Amendment is being filed to revise Part II " Item 9B. Other Information " by adding one Rule
10b5-1 trading arrangement entered into by one of our directors during the quarter ended December 31, 2023, and by including inline eXtensible
Business Reporting Language (" iXBRL ") data tagging that was inadvertently omitted from the disclosure included in the
Original Report relating thereto.

 In addition, as required by
Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the " Exchange Act "), new certifications by the
Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1, under
Item 15 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Since no financial statements have been included in this
Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter
63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements
are being filed with this Amendment No. 1.

 Other than as expressly set
forth herein, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in the Original Report
or reflect any events that have occurred after the Original Report was made. Information not affected by this Amendment No. 1 remains
unchanged and reflects the disclosures made at the time as of which the Original Report was made. No changes have been made to the financial
statements of the Company as contained in the Original Report. Accordingly, this Amendment No. 1 should be read together with the Original
Report and the Company's other filings with the SEC.

 Item 9B. Other Information

 Rule 10b5-1 Trading Plans. During
the quarter ended December 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any
contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) or any " non-Rule 10b5-1 trading arrangement ", except as described below:

 Name and Title

 Action

 Date

 Rule 10b5-1(1)

 Non- Rule

10b5-1(2)

 Aggregate

Number of Securities/Total

Dollar Value to

be Sold

 Expiration

 Odeh Khoury, Director

 Adoption

 November 10, 2023

 X

 2,250

 November 10, 2025, or earlier upon the sale of all shares of common stock covered under the plan

 (1) Intended to satisfy the affirmative defense conditions
of Rule 10b5-1(c).

 (2) Not intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c).

 Item 15. Exhibits, Financial Statement Schedules

 Documents filed as part of this Report

 (1)
 All financial statements

 Our financial statements are included in the Original
Report beginning on page 100.

 (2)
 Financial Statement Schedules

 Except as provided above,
all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient
to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto included in the Form 10-K.

 (3)
 Exhibits required by Item 601 of Regulation S-K

 Exhibit

 Number

 Exhibit Description

 31.3

 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.4

 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 Interactive Data Files*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 * Filed herewith.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 VERTEX ENERGY, INC.

 Date: May 17, 2024

 By:

 /s/ Chris Carlson

 Chris Carlson

 Chief Financial Officer

 (Principal Accounting/Financial Officer)