United States securities and exchange commission logo
January 31, 2023
Ryan Frazier
Chief Executive Officer
Arrived STR, LLC
1700 Westlake Ave North, Suite 200
Seattle, WA 98109
Re: Arrived STR, LLC
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 8
Filed January 24,
2023
File No. 024-11958
Dear Ryan Frazier:
We have reviewed your amendment and have the following comments.
In some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Form 1-A POS filed January 24, 2023
Unaudited Pro Forma Combined Financial Statements, page F-1
1. Please explain to us
how you determined it was appropriate to provide pro forma financial
statements as of and
for the year ended December 31, 2022 rather than as of the most
recent period filed or
required to be filed. Refer to Rule 11-02(c) of Regulation S-X.
2. We note that your
unaudited pro forma combined balance sheets of Arrived STR, LLC
and all subsequent
Series as of December 31, 2022, has been prepared to reflect the effects
of the subsequent
Series acquisitions as if each occurred on January 1, 2022. Please revise
to prepare your pro
forma balance sheet to give effect of the acquisitions as of the balance
sheet date.
3. Please tell us how you
determined it was unnecessary to
include explanatory
notes describing the pro forma adjustments, including the
Ryan Frazier
Arrived STR, LLC
January 31, 2023
Page 2
assumptions involved in calculating your adjustments. Refer to Rules
11-02(a)(1) and 11-
02(a)(11) of Regulation S-X.
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.
You may contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Joseph Ambrogi at 202-551-4821 or Brigitte Lippmann at 202-551-3713
with any other
questions.
Sincerely,
FirstName LastNameRyan Frazier
Division of
Corporation Finance
Comapany NameArrived STR, LLC
Office of Real
Estate & Construction
January 31, 2023 Page 2
cc: John Rostom, Esq.
FirstName LastName