SEC Comment Letter 0000000000-24-002843 to Arrived Debt Fund, LLC (CIK 0002007995)
Arrived Debt Fund, LLC (CIK 0002007995)
Date: March 14, 2024 · CIK: 0002007995 · Accession: 0000000000-24-002843
AI Filing Summary & Sentiment
File numbers found in text: 024-12390
Letter
United States securities and exchange commission logo March 14, 2024 Ryan Frazier Chief Executive Officer Arrived Debt Fund, LLC 1700 Westlake Ave North, Suite 200 Seattle, WA 98109 Re:Arrived Debt Fund, LLC Amendment No. 1 to Offering Statement on Form 1-A Filed February 22, 2024 File No. 024-12390 Dear Ryan Frazier: We have reviewed your amended offering statement and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe the comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February, 1 2024 letter. Amendment No. 1 to Form 1-A Plan of Distribution Direct Share Purchase Component of the Plan, page 117 1.We acknowledge your response to prior comment 4. Please explain how your direct share purchase plan will comply with the requirements of Regulation A. In particular, we draw your attention to the requirements of Rule 251(d)(1)(iii) and (d)(2).
FirstName LastNameRyan Frazier Comapany NameArrived Debt Fund, LLC March 14, 2024 Page 2 FirstName LastName Ryan Frazier Arrived Debt Fund, LLC March 14, 2024 Page 2 Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark Schonberger
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United States securities and exchange commission logo
March 14, 2024
Ryan Frazier
Chief Executive Officer
Arrived Debt Fund, LLC
1700 Westlake Ave North, Suite 200
Seattle, WA 98109
Re:Arrived Debt Fund, LLC
Amendment No. 1 to
Offering Statement on Form 1-A
Filed February 22, 2024
File No. 024-12390
Dear Ryan Frazier:
We have reviewed your amended offering statement and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February, 1 2024 letter.
Amendment No. 1 to Form 1-A
Plan of Distribution
Direct Share Purchase Component of the Plan, page 117
1.We acknowledge your response to prior comment 4. Please explain how your direct share
purchase plan will comply with the requirements of Regulation A. In particular, we draw
your attention to the requirements of Rule 251(d)(1)(iii) and (d)(2).
FirstName LastNameRyan Frazier
Comapany NameArrived Debt Fund, LLC
March 14, 2024 Page 2
FirstName LastName
Ryan Frazier
Arrived Debt Fund, LLC
March 14, 2024
Page 2
Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark Schonberger