1-U 1 tm2125338d1_1u.htm FORM 1-U

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 1-U

 

CURRENT REPORT

Pursuant to Regulation A of the Securities Act of 1933

 

August 16, 2021

(Date of Report (Date of earliest event reported))

 

FUNDRISE BALANCED EREIT II, LLC

(Exact name of registrant as specified in its charter)

 

Delaware 84-4465115
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

11 Dupont Circle NW, 9th Floor,
Washington, DC
20036
(Address of principal executive offices) (ZIP Code)

 

(202) 584-0550

(Registrant’s telephone number, including area code)

 

Common Shares

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

Item 4.             Changes in Issuer’s Certifying Accountant

 

(a)Dismissal of Independent Accounting Firm

 

On August 16, 2021, our Manager, Fundrise Advisors, LLC, determined that it is in the best interests of Fundrise Balanced eREIT II, LLC (the “Company”) to appoint KPMG US LLP (“KPMG”) as the Company’s independent accounting firm for the fiscal year ending December 31, 2021. In connection with its selection of KPMG, our Manager decided to dismiss the Company’s former independent accounting firm, RSM US LLP (“RSM”).

 

RSM’s audit report on the Company’s financial statements for the period from January 28, 2020 (inception) through December 31, 2020 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to any uncertainty, audit scope or accounting principle.

 

During the fiscal year ended December 31, 2020 and through the subsequent date of dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to RSM’s satisfaction, would have caused RSM to make reference to the matter in their report. During the fiscal year ended December 31, 2020 and through the subsequent date of dismissal there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has provided RSM with a copy of this Current Report on Form 1-U and requested that it provide the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) indicating whether RSM agrees with the disclosures contained herein and, if not, the respects in which it does not agree. A copy of RSM’s letter, dated August 19, 2021, is filed as Exhibit 9.1 to this Current Report on Form 1-U.

 

(b)Appointment of Independent Accounting Firm

 

On August 17, 2021, the Manager approved and engaged KPMG as the Company’s new independent accounting firm. During the fiscal year ended December 31, 2020 and through the subsequent date of engaging KPMG, neither the Company nor anyone acting on its behalf has consulted with KPMG regarding (i) either, (A) the application of accounting principles to a specified transaction, either completed or proposed, or (B) the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (as each term is defined in Item 304(a)(1)(iv) and (v) of Regulation S-K, respectively).

 

Exhibit No. Exhibit Title
 
9.1 Letter from RSM US LLP, dated August 19, 2021

 

Safe Harbor Statement

 

This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the most recently qualified Offering Statement on Form 1-A filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FUNDRISE BALANCED EREIT II, LLC
     
  By: Fundrise Advisors, LLC
  Its: Manager
     
  By: /s/ Bjorn J. Hall
  Name: Bjorn J. Hall
  Title: General Counsel

 

Date:              August 19, 2021