SEC Comment Letter 0000000000-24-003485 to Arrived Debt Fund, LLC (CIK 0002007995)
Arrived Debt Fund, LLC (CIK 0002007995)
Date: April 1, 2024 · CIK: 0002007995 · Accession: 0000000000-24-003485
AI Filing Summary & Sentiment
File numbers found in text: 024-12390
Letter
United States securities and exchange commission logo April 1, 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. 2 to Offering Statement on Form 1-A Filed March 18, 2024 File No. 024-12390 Dear Ryan Frazier: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a 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 March 14, 2024 letter. Amendment No. 2 to Form 1-A Cover Page 1.We acknowledge your revised disclosures in response to prior comment 1. Please revise your disclosures on the cover page, and elsewhere as appropriate, to clarify how much of your total offering amount is allocated for the distribution reinvestment portion of the Plan. Plan of Distribution Direct Share Purchase Component of the Plan, page 117 2.We acknowledge your response to prior comment 1, including your statement that approximately 3 days prior to each transaction pursuant to the DRIP, participating shareholders will receive an email via the Arrived Platform with an option to cancel their investment. We also note your statement on page 115 that you will file a Form 1-U once
FirstName LastNameRyan Frazier Comapany NameArrived Debt Fund, LLC April 1, 2024 Page 2 FirstName LastName Ryan Frazier Arrived Debt Fund, LLC April 1, 2024 Page 2 the Plan becomes available. Please revise to disclose whether investors will be provided with a link to the then-current offering circular at the time of the first investment after the DRIP becomes available. Please also explain to us how your current proposed approach will (i) permit investors to provide you with an affirmative confirmation of purchase at the time of each new investment, and (ii) allow you to confirm your eligibility at the time of each investment, in accordance with the requirements of Rule 251. We also refer to your statement that investors will have an option to update their qualified purchaser status. Please revise to clarify whether this is an affirmative confirmation by the investor of its qualified purchaser status prior to each additional investment through the Plan. 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
April 1, 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. 2 to
Offering Statement on Form 1-A
Filed March 18, 2024
File No. 024-12390
Dear Ryan Frazier:
We have reviewed your amended offering statement and have the following comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a 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 March 14, 2024 letter.
Amendment No. 2 to Form 1-A
Cover Page
1.We acknowledge your revised disclosures in response to prior comment 1. Please revise
your disclosures on the cover page, and elsewhere as appropriate, to clarify how much of
your total offering amount is allocated for the distribution reinvestment portion of the
Plan.
Plan of Distribution
Direct Share Purchase Component of the Plan, page 117
2.We acknowledge your response to prior comment 1, including your statement that
approximately 3 days prior to each transaction pursuant to the DRIP, participating
shareholders will receive an email via the Arrived Platform with an option to cancel their
investment. We also note your statement on page 115 that you will file a Form 1-U once
FirstName LastNameRyan Frazier
Comapany NameArrived Debt Fund, LLC
April 1, 2024 Page 2
FirstName LastName
Ryan Frazier
Arrived Debt Fund, LLC
April 1, 2024
Page 2
the Plan becomes available. Please revise to disclose whether investors will be provided
with a link to the then-current offering circular at the time of the first investment after the
DRIP becomes available. Please also explain to us how your current proposed approach
will (i) permit investors to provide you with an affirmative confirmation of purchase at the
time of each new investment, and (ii) allow you to confirm your eligibility at the time of
each investment, in accordance with the requirements of Rule 251. We also refer to your
statement that investors will have an option to update their qualified purchaser status.
Please revise to clarify whether this is an affirmative confirmation by the investor of its
qualified purchaser status prior to each additional investment through the Plan.
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