0002007995-24-000002.txt : 20240509 0002007995-24-000002.hdr.sgml : 20240509 20240509145951 ACCESSION NUMBER: 0002007995-24-000002 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240509 DATE AS OF CHANGE: 20240509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Arrived Debt Fund, LLC CENTRAL INDEX KEY: 0002007995 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-12390 FILM NUMBER: 24930020 BUSINESS ADDRESS: STREET 1: 1700 WESTLAKE AVE N STREET 2: SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 8142774833 MAIL ADDRESS: STREET 1: 1 WEST MOUNTAIN STREET STREET 2: SUITE 109 CITY: FAYETTEVILLE STATE: AR ZIP: 72701 1-A/A 1 primary_doc.xml 1-A/A LIVE 0002007995 XXXXXXXX 024-12390 Arrived Homes Duo, LLC DE 2023 0002007995 6798 99-0684868 0 0 1700 Westlake Ave N, Suite 200 Seattle WA 98109 8142774833 John Rostom Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Morison Cogen LLP Common Shares 0 000000000 NONE NONE 0 000000000 NONE NONE 0 000000000 NONE true true Tier2 Audited Equity (common or preferred stock) Y Y N Y N N 7500000 0 10.0000 75000000.00 0.00 0.00 0.00 75000000.00 Dalmore Group, LLC 750000.00 Morison Cogen LLP 0.00 Goodwin Procter LLP 0.00 136352 74250000.00 true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY true PART II AND III 2 arriveddebtfund_1aa.htm PART II AND PART III

Pre-Qualification Amendment No. 4

File No. 024-12390

 

EXPLANATORY NOTE

 

 This is a pre-qualification amendment to the offering statement on Form 1-A filed by Arrived Debt Fund, LLC (the “Offering Statement”).  This Pre-Qualification Amendment No. 4 to the Offering Statement is filed solely for the purpose of filing Exhibit 11.2.  Accordingly, this Pre-Qualification Amendment No. 4 to the Offering Statement consists only of Part I, this Explanatory Note, and Part III, containing the Exhibit Index and signature page.  The Offering Circular contained in Part II of the Offering Statement is unchanged by this Pre-Qualification Amendment No. 4 and has therefore been omitted.

 

 

PART III – EXHIBITS

 

Index to Exhibits

 

  

 

Exhibit No.   Description
2.1*    Certificate of Formation (incorporated by reference to the copy thereof filed as Exhibit 2.1 to the Company’s Form 1-A filed January 17, 2024)
2.2*   Form of Amended and Restated Operating Agreement (incorporated by reference to the copy thereof filed as Exhibit 2.2 to the Company’s Form 1-A filed January 17, 2024)
3.1*     Distribution Reinvestment and Direct Share Purchase Plan (included in the Offering Circular as Appendix B and incorporated herein by reference)
4.1*     Form of Subscription Agreement (incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Company’s Form 1-A filed January 17, 2024)
6.1*     Broker-Dealer Agreement (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-A filed January 17, 2024)
6.2*     Form of Shared Services Agreement (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-A filed January 17, 2024)
6.3*    

Form of License Agreement (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company’s Form 1-A filed January 17, 2024)

11.1*   Consent of Goodwin Procter LLP (included in Exhibit 12.1) (incorporated by reference to the copy thereof filed as Exhibit 11.1 to the Company’s Form 1-A filed February 22, 2024)
11.2**   Consent of Morison Cogen LLP
12.1*   Opinion of Goodwin Procter LLP as to the legality of the securities being qualified (incorporated by reference to the copy thereof filed as Exhibit 12.1 to the Company’s Form 1-A filed February 22, 2024)

 

 

*Previously filed
**Filed herewith

III-1

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 9, 2024.

 

  Arrived Debt Fund, LLC
   
  By: Arrived Fund Manager, LLC
   
  By: /s/ Ryan Frazier
    Name:  Ryan Frazier
    Title:  Chief Executive Officer

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Ryan Frazier   Chief Executive Officer of Arrived Holdings, Inc.   May 9, 2024
Ryan Frazier   (Acting Principal Executive Officer)    
         
/s/ Sue Korn   Chief Financial Officer of Arrived Holdings, Inc.   May 9, 2024
Sue Korn   (Acting Principal Financial Officer and Principal Accounting Officer)    

 

 

III-2

 

 

 
 EX1A-11 CONSENT 3 ex11_2.htm CONSENTS OF EXPERTS AND COUNSEL
Exhibit 11.1
 
 
 
CONSENT OF INDEPENDENT AUDITOR
 
 
We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Report of Independent Registered Public Accounting Firm dated January 16, 2024 relating to the financial statements of Arrived Debt Fund, LLC, which comprise the balance sheet as of December 31, 2023 and the related statements of comprehensive income, changes in member’s equity, and cash flows for the period December 21, 2023 (date of inception) through December 31, 2023, and the related notes to the financial statements.
 
/s/ Morison Cogen LLP
 
Blue Bell, Pennsylvania
May 9, 2024