Correspondence 0001213900-24-023535 from Arrived Debt Fund, LLC (CIK 0002007995)
Arrived Debt Fund, LLC (CIK 0002007995)
Date: March 18, 2024 · CIK: 0002007995 · Accession: 0001213900-24-023535
AI Filing Summary & Sentiment
File numbers found in text: 024-12390
Letter
VIA EDGAR Division of Corporation Finance – Office of Real Estate & Construction Amendment No. 1 to Offering Statement on Form 1-A Filed February 22, 2024 File No. 024-12390
Dear Staff of the Division of Corporation Finance:
This letter is submitted on behalf of Arrived Debt Fund, LLC (the “Company”) in response to a comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 14, 2024 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Offering Statement on Form 1-A filed with the Commission on February 22, 2024 (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company.
The Company is filing an amendment to the Offering Statement (the “Amendment”) concurrently with the filing of this letter to include the response noted below and other changes.
For your convenience, the Staff’s comment has been reproduced in bold italics herein with response immediately following the comment. Defined terms used herein but not otherwise defined have the meanings given to them in the Offering Statement, as amended.
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).
We respectfully submit that we believe that the direct share purchase plan is in compliance with the requirements of Regulation A, including the requirements of Rule 251(d)(1)(iii) and (d)(2). However, the Company has updated the mechanics of the direct share purchase plan such that participating shareholders will receive an email and/or notification via the Arrived Platform prior to any automatic investment pursuant to the direct share purchase plan with an option to cancel their investment and to update their ”qualified purchaser” status. The email and/or notification will also include links to the most recently qualified offering circular and any amendments, and the latest filing disclosing any share price updates. Following all transactions under the Plan, shareholders will receive a transaction confirmation email with the same links to the offering circular and any amendments. The Amendment updates the Offering Statement to describe these changes to the Plan.
* * * * *
If you have any questions or would like further information concerning the Company’s responses, please do not hesitate to contact me at (617) 570-1039.
Sincerely,
/s/ David Roberts
Show Raw Text
CORRESP
1
filename1.htm
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 212 813 8800
March 18, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate
& Construction
100 F Street, N.E.
Washington, D.C. 20549-3010
Re: Arrived Debt Fund, LLC
Amendment No. 1 to
Offering Statement on Form 1-A
Filed February 22, 2024
File No. 024-12390
Dear Staff of the Division of Corporation
Finance:
This letter is submitted on
behalf of Arrived Debt Fund, LLC (the “Company”) in response to a comment letter from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated March 14, 2024 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Offering
Statement on Form 1-A filed with the Commission on February 22, 2024 (the “Offering Statement”). The responses
provided are based upon information provided to Goodwin Procter LLP by the Company.
The Company is filing an amendment
to the Offering Statement (the “Amendment”) concurrently with the filing of this letter to include the response
noted below and other changes.
For your convenience, the
Staff’s comment has been reproduced in bold italics herein with response immediately following the comment. Defined terms used herein
but not otherwise defined have the meanings given to them in the Offering Statement, as amended.
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).
We respectfully submit that we believe
that the direct share purchase plan is in compliance with the requirements of Regulation A, including the requirements of Rule 251(d)(1)(iii)
and (d)(2). However, the Company has updated the mechanics of the direct share purchase plan such that participating shareholders will
receive an email and/or notification via the Arrived Platform prior to any automatic investment pursuant to the direct share purchase
plan with an option to cancel their investment and to update their ”qualified purchaser” status. The email and/or notification
will also include links to the most recently qualified offering circular and any amendments, and the latest filing disclosing any share
price updates. Following all transactions under the Plan, shareholders will receive a transaction confirmation email with the same links
to the offering circular and any amendments. The Amendment updates the Offering Statement to describe these changes to the Plan.
* * * * *
If you have any questions or would like further
information concerning the Company’s responses, please do not hesitate to contact me at (617) 570-1039.
Sincerely,
/s/ David Roberts
David Roberts
cc:
Via E-mail
Ryan Frazier, Chief Executive Officer
John Rostom, Esq., General Counsel
Arrived Holdings, Inc.
Mark Schonberger, Esq.
Patrick Wilson, Esq.
Goodwin Procter LLP