PART II AND III 2 arrived5-1apos6.htm PART II AND PART III
Post-Qualification Amendment No. 6
File No. 024-12523
 
EXPLANATORY NOTE
   
This is a post qualification amendment to an offering statement on Form 1-A originally filed by Arrived Homes 5, LLC (the “Company”) on October 18, 2024, and originally qualified by the U.S. Securities and Exchange Commission on November 18, 2024. This Post-Qualification Amendment No. 6 to the Offering Statement is filed solely for the purpose of filing a number of exhibits.  Accordingly, this Post-Qualification Amendment No. 6 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 Post-Qualification Amendment No. 6 and has therefore been omitted.
 
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PART III – EXHIBITS

 
 
Exhibit No.Description
2.1Certificate of Formation of Arrived Homes 5, LLC
2.2Limited Liability Company Agreement of Arrived Homes 5, LLC
3.1Form of Series Designation of Arrived Series [*], a series of Arrived Homes 5, LLC
4.1Form of Subscription Agreement of Arrived Series [*], a series of Arrived Homes 5, LLC
6.1Broker Dealer Agreement, dated October 14, 2024 between Arrived Homes 5, LLC and Dalmore Group, LLC
6.2Form of Promissory Note
6.3Form of Property Management Agreement dated [*], 202[*], between Marketplace Homes and Arrived Series [*], a series of Arrived Homes 5, LLC
6.4NCPS PPEX ATS Company Agreement
6.5Secondary Brokerage Agreement
6.7NCIT Software and Services License Agreement
6.8Purchase and Sale Agreement dated June 22, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Clark Property
6.8.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Clark dated July 19, 2024 for Arrived Series Clark Property
6.9Purchase and Sale Agreement dated June 22, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Lois Property
6.9.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Lois dated July 19, 2024 for Arrived Series Lois Property
6.10Purchase and Sale Agreement dated December 16, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Goldfinger Property
6.10.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Goldfinger dated [ ], 2025 for Arrived Series Goldfinger Property
6.11Purchase and Sale Agreement dated December 10, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Pumpkin Property
6.11.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Pumpkin dated January 24, 2025 for Arrived Series Pumpkin Property
6.12Purchase and Sale Agreement dated November 5, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Sambino Property
6.12.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Sambino dated November 21, 2024 for Arrived Series Sambino Property
6.13Purchase and Sale Agreement dated December 10, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Troncos Property
6.13.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Troncos dated December 13, 2024 for Arrived Series Troncos Property
6.14Purchase and Sale Agreement dated February 10, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Alex Property
6.14.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Alex dated February 21, 2025 for Arrived Series Alex Property
6.15Purchase and Sale Agreement dated January 11, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Camphor Property
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6.15.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Camphor dated February 6, 2025 for Arrived Series Camphor Property
6.16Purchase and Sale Agreement dated February 11, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Lenka Property
6.16.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Lenka dated February 21, 2025 for Arrived Series Lenka Property
6.17Purchase and Sale Agreement dated January 12, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Liam Property
6.17.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Liam dated February 13, 2025 for Arrived Series Liam Property
6.18Purchase and Sale Agreement dated February 11, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Sinalda Property
6.18.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Sinaldi dated February 21, 2025 for Arrived Series Sinalda Property
6.19Purchase and Sale Agreement dated February 27, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Adler Property
6.19.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Adler dated March 18, 2025 for Arrived Series Adler Property
6.20Purchase and Sale Agreement dated February 19, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Ameris Property
6.20.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Ameris dated March 4, 2025 for Arrived Series Ameris Property
6.21Purchase and Sale Agreement dated February 20, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Belleglade Property
6.21.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Belleglade dated March 18, 2025 for Arrived Series Belleglade Property
6.22Purchase and Sale Agreement dated December 4, 2024 between Arrived Holdings, Inc./Assignee and Seller for Series Metcalf Property
6.22.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Metcalf dated March 27, 2025 for Arrived Series Metcalf Property
6.23Purchase and Sale Agreement dated March 5, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Scarlett Property
6.23.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Scarlett dated March 19, 2025 for Arrived Series Scarlett Property
6.24Purchase and Sale Agreement dated February 14, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Tully Property
6.24.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Tully dated March 4, 2025 for Arrived Series Tully Property
6.25Purchase and Sale Agreement dated February 20, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Tyrell Property
6.25.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Tyrell dated March 5, 2025 for Arrived Series Tyrell Property
6.26Purchase and Sale Agreement dated March 14, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Wasilla Property
6.26.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Wasilla dated March 17, 2025 for Arrived Series Wasilla Property
6.27Purchase and Sale Agreement dated February 13, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Adela Property
6.27.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Adela dated Month Day, 2025 for Arrived Series Adela Property
6.28Purchase and Sale Agreement dated April 14, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Arbolado Property
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6.28.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Arbolado dated April 23, 2025 for Arrived Series Arbolado Property
6.29Purchase and Sale Agreement dated April 10, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Cyrus Property
6.29.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Cyrus dated March 27, 2025 for Arrived Series Cyrus Property
6.30Purchase and Sale Agreement dated February 11, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Fortress Property
6.30.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Fortress dated March 19, 2025 for Arrived Series Fortress Property
6.31Purchase and Sale Agreement dated February 11, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Lilinoe Property
6.31.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Lilinoe dated March 27, 2025 for Arrived Series Lilinoe Property
6.32Purchase and Sale Agreement dated March 12, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Targaryen Property
6.32.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Targaryen dated April 9, 2025 for Arrived Series Targaryen Property
6.33Purchase and Sale Agreement dated April 9, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Tilly Property
6.33.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Tilly dated April 25, 2025 for Arrived Series Tilly Property
6.34Purchase and Sale Agreement dated March 10, 2025 between Arrived Holdings, Inc./Assignee and Seller for Series Vega Property
6.34.1Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Vega dated March 27, 2025 for Arrived Series Vega Property
11.1Consent of Stephano Slack LLC
11.2Consent of Maynard Nexsen PC (included in Exhibit 12.1)
12.1Opinion of Maynard Nexsen PC
99.1Valuation Policy
 
* To be filed by amendment.
 
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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 13, 2025.

 

 

 

 

  ARRIVED HOMES 5, LLC
 


    
  By: Arrived Fund Manager, LLC, its managing member
     
  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 13, 2025
Ryan Frazier   (principal executive officer)
Chief Executive Officer and Director of Arrived Homes 5, LLC 		   
         
/s/ Sue Korn   Principal Financial and   May 13, 2025
Sue Korn  

Accounting Officer of Arrived Holdings, Inc.

Principal Financial and Accounting Officer of Arrived Homes 5, LLC

   
         
/s/ Kenneth Cason   Chief Technology Officer of Arrived Holdings, Inc.   May 13, 2025
    Chief Technology Officer and Director of Arrived Homes 5, LLC    
         
Arrived Fund Manager, LLC   Managing Member   May 13, 2025
         
By: /s/ Ryan Frazier        
Name:  Ryan Frazier        
Title: Chief Executive Officer