Explanatory Note
Fundrise Growth eREIT II, LLC (the “Company”) has prepared this Form 1-A/A solely for the purpose of confirming that Exhibit 15.3, which was previously released and deemed filed in conjunction with the filing of the Company’s Form 1-A on May 31, 2018, is available pursuant to Rule 252(d).
PART III – EXHIBITS
Index to Exhibits
| Exhibit No. | Description | |
| 2.1* | Certificate of Formation | |
| 2.2* | Form of Amended and Restated Operating Agreement | |
| 4.1*** | Form of Subscription Package (included in the Offering Circular as Appendix B and incorporated herein by reference) | |
| 6.1* | Form of License Agreement between Fundrise Growth eREIT II, LLC and Fundrise LLC | |
| 6.2* | Form of Fee Waiver Support Agreement between Fundrise Growth eREIT II, LLC and Fundrise Advisors, LLC | |
| 6.3* | Form of Shared Services Agreement between Fundrise Advisors, LLC and Rise Companies Corp. | |
| 11.1* | Consent of Goodwin Procter LLP (included in Exhibit 12.1) | |
| 11.2*** | Consent of RSM US LLP | |
| 12.1* | Opinion of Goodwin Procter LLP as to the legality of the securities being qualified | |
| 15.1*** | Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.2*** | Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.3** | Correspondence by or on behalf of the issuer previously submitted pursuant to Rule 252(d) |
| * | To be filed by amendment |
| ** | Filed herewith | |
| *** | Previously filed |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on June 1, 2018.
| Fundrise Growth eREIT II, LLC | ||
| By: | Fundrise Advisors, LLC, its manager | |
| By: | /s/ Benjamin S. Miller | ||
| Name: | Benjamin S. Miller | ||
| Title: | Chief Executive Officer | ||
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Benjamin S. Miller | Chief Executive Officer of | June 1, 2018 | ||
| Benjamin S. Miller | Fundrise Advisors, LLC (Principal Executive Officer) | |||
| /s/ Benjamin S. Miller | Interim Chief Financial Officer and Treasurer of | June 1, 2018 | ||
| Benjamin S. Miller | Fundrise Advisors, LLC | |||
| (Principal Financial Officer and Principal Accounting Officer) |
| 2 |
