SEC Comment Letter 0000000000-25-002944 to Arrived Homes 4, LLC (CIK 0002015697)
Arrived Homes 4, LLC (CIK 0002015697)
Date: March 18, 2025 · CIK: 0002015697 · Accession: 0000000000-25-002944
AI Filing Summary & Sentiment
File numbers found in text: 024-12424
Letter
March 18, 2025 Ryan Frazier Chief Executive Officer Arrived Homes 4, LLC 1700 Westlake Ave North, Suite 200 Seattle, WA 98109 Re:Arrived Homes 4, LLC Offering Statement on Form 1-A Post-qualification Amendment No. 11 Filed February 19, 2024 File No. 024-12424 Dear Ryan Frazier: We have reviewed your amendment 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. Form 1-A POS filed February 19, 2024 U.S Federal Income Tax Considerations, page 85 1.We note your disclosure on page 88 that you intend to elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2021. We also note your reference on page 93 that you intend to elect to be taxed as a REIT for U.S. federal income tax purposes for the taxable year ending December 31, 2023. Please revise to update and reconcile when you plan to qualify as a REIT, and disclose whether you have been a REIT for the taxable years 2023 and 2024. General 2.Please provide us, on a supplemental basis, with your template for future NAV disclosures.
March 18, 2025 Page 2 3.On page 56, please describe the material terms of the following agreements: •NCPS PPEX ATS Company Agreement, listed as Exhibit 6.41 in the exhibit index; •Secondary Brokerage Agreement, listed as Exhibit 6.42 in the exhibit index; •Executing Broker Tools License Agreement, listed as Exhibit 6.43 in the exhibit index; and •NCIT Software and Services License Agreement, listed as Exhibit 6.44 in the exhibit index. Also disclose the status of these agreements and any material terms that remain unfinalized. Note that we may have further comments after reviewing your exhibits and response. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:John Rostom
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March 18, 2025
Ryan Frazier
Chief Executive Officer
Arrived Homes 4, LLC
1700 Westlake Ave North, Suite 200
Seattle, WA 98109
Re:Arrived Homes 4, LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 11
Filed February 19, 2024
File No. 024-12424
Dear Ryan Frazier:
We have reviewed your amendment 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.
Form 1-A POS filed February 19, 2024
U.S Federal Income Tax Considerations, page 85
1.We note your disclosure on page 88 that you intend to elect to be taxed as
a REIT under Sections 856 through 860 of the Internal Revenue Code commencing
with the taxable year ending December 31, 2021. We also note your reference on page
93 that you intend to elect to be taxed as a REIT for U.S. federal income tax purposes
for the taxable year ending December 31, 2023. Please revise to update and reconcile
when you plan to qualify as a REIT, and disclose whether you have been a REIT for
the taxable years 2023 and 2024.
General
2.Please provide us, on a supplemental basis, with your template for future
NAV disclosures.
March 18, 2025
Page 2
3.On page 56, please describe the material terms of the following agreements:
•NCPS PPEX ATS Company Agreement, listed as Exhibit 6.41 in the exhibit
index;
•Secondary Brokerage Agreement, listed as Exhibit 6.42 in the exhibit index;
•Executing Broker Tools License Agreement, listed as Exhibit 6.43 in the exhibit
index; and
•NCIT Software and Services License Agreement, listed as Exhibit 6.44 in the
exhibit index.
Also disclose the status of these agreements and any material terms that remain
unfinalized. Note that we may have further comments after reviewing your exhibits
and response.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:John Rostom