There will be a separate closing, or closings, with respect to each series offering. An initial closing of a series offering will take place on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date that is one week prior to three months after the date that a particular series offering begins. Additionally, any subsequent series closing following such initial closing will take place on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date that is three months after the prior closing for the relevant series offering. A fully executed subscription agreement for any particular investor in a series offering will be accepted or rejected by the manager within 15 days of being received by the series.

This summary highlights some of the information in this offering circular. It does not contain all of the information that you should consider before investing in our interests. You should read carefully the detailed information set forth under “Risk Factors” and the other information included in this offering circular. Except where the context suggests otherwise, the terms “Arrived,” “our company,” “we,” “us” and “our” refer to Arrived STR, LLC, a Delaware series limited liability company, together with its consolidated series and their wholly-owned subsidiaries; references in this offering circular to the “manager” refer to Arrived Holdings, Inc., a Delaware corporation and the managing member of our company. All references in this offering circular to “$” or “dollars” are to United States dollars.

Company Overview – Our Mission

Arrived STR, LLC, a Delaware series limited liability company, was formed in July 2022 to permit public investment in individual residential properties. We believe people should have access to the wealth creation that real estate investment can provide. To support this idea, we are building what we believe to be a new model for real estate investment. We believe in passive income, conservative debt, diversification, and aligned incentives.

Arrived is a marketplace for investing in real estate. We buy residential properties, divide them into multiple interests, and offer them as investments on a per interest basis through our web-based platform. Investors can manage their risk by spreading their investments across a portfolio of homes and they can invest in real estate without needing to apply for mortgages or take on personal debt.

Arrived does all of the work of sourcing, analyzing, maintaining, and managing all of the homes that we acquire. We analyze every home investment across several financial, market, and demographic characteristics to support our acquisition decision-making. Every investment we make is an investment in the communities in which Arrived operates, alongside other like-minded individuals. As our community network grows, so does our access to investment and housing opportunities.

Arrived arranges for a property manager to operate the properties as short-term rentals for guests who can also invest through the same process as any other member of the Arrived Platform, becoming part owners of the homes they’re staying in at that time. By investing together, we align incentives towards creating value for everyone.

Our Series LLC Structure

Each short-term rental that we acquire will be owned by a separate series of our company that we will establish to acquire that residential property. Each series may hold the specific property that it acquires directly or in a wholly-owned subsidiary, which would be a limited liability company organized under laws of the state in which the series property is located.

As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are segregated and enforceable only against the assets of such series, as provided under Delaware law.

We intend for each series to elect to be treated as a corporation for U.S. federal income tax purposes; however, if we determine that the real property and potential income from such real property selected for a specific series are suitable for a real estate investment trust (a “REIT”) and it would be beneficial to us and our investors to be taxed as a REIT, then the investment entity for such series may elect to be taxed as a separate REIT for U.S. federal income tax purposes.

We are offering membership interests in each of the series of our company, which represent limited liability company interests in such series. All of the series of our company offered hereunder may collectively be referred to herein as the “series” and each, individually, as a “series.” The interests of all series described above may collectively be referred to herein as the “interests,” or “our securities” and each, individually, as an “interest” and the offerings of the interests may collectively be referred to herein as the “offerings” and each, individually, as an “offering.” See “Description of the Securities Being Offered” for additional information regarding the interests.

Our company’s core business is the identification, acquisition, marketing and management of individual residential properties for the benefit of our investors. Each series is intended to own a single property. These properties may be referred to herein, collectively, as the “properties” or each, individually, as a “property.”

The interests represent an investment solely in a particular series and, thus, indirectly in the property owned by that series. The interests do not represent an investment in our company or the manager. We do not anticipate that any series will own anything other than the single property associated with such series. We currently anticipate that the operations of our company, including the formation of additional series and the corresponding acquisition of additional properties, will benefit investors by allowing investors to build a diversified portfolio of investments.

A purchaser of the interests may be referred to herein as an “investor” or “interest holder.”

Our series offerings are conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of a particular series is continuous, active sales of series interests may take place sporadically over the term of the offering. The term of each series offering will commence within two calendar days after the qualification date of the offering statement of which this offering circular is a part and end no later than the second anniversary of the qualification date of the offering statement.

There will be a separate closing, or closings, with respect to each offering. An initial closing of an offering will take place on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date one week prior to three months after the offering begins. Additionally, any closing following such initial closing will take place on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date that is three months after the prior closing for the relevant series offering. A fully executed subscription agreement for any particular investor in a series offering will be accepted or rejected by the manager within 15 days of being received by the series.

If an initial closing has not occurred, an offering will be terminated upon the earliest to occur of (i) the date immediately following the date one week prior to three months after the date the offering begins and (ii) any date on which the manager elects to terminate the offering for a particular series in its sole discretion. No securities are being offered by existing security-holders.

Each offering is being conducted under Tier 2 of Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in offering circular format. Our company is not offering, and does not anticipate selling, interests in any of the offerings in any state where Dalmore, its soliciting agent and executing broker, is not registered as a broker-dealer. The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing escrow account with North Capital acting as escrow agent (the “Escrow Agent”) and will not be commingled with the operating account of the series, until, if and when there is a closing with respect to that investor and that series. See “Plan of Distribution and Subscription Procedure” and “Description of the Securities Being Offered” for additional information.

Investment Objectives

Our investment objectives are:

Consistent cash flow;

Long-term capital appreciation with moderate to no leverage; and

Capital preservation.

We cannot assure you that we will attain these objectives or that the value of our assets will not decrease.

Impact of Coronavirus Pandemic

In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 spread to other countries, including the United States, and was declared a pandemic by the World Health Organization in March 2020. Efforts to contain the spread of COVID-19 included implementation of travel and social restrictions, including social distancing, by most states and localities in the United States and countries in Europe and Asia.

Our manager has taken steps to take care of its employees, including providing the ability for employees to work remotely. Our manager has also taken precautions with regard to employee, facility and office hygiene and implemented travel restrictions from time to time. Our manager is also assessing business continuity plans for all business units, including ours, in the context of COVID-19, and our manager will continue to monitor and attempt to mitigate developments affecting its workforce. Our manager has reviewed and will continue to carefully review all rules, regulations and orders and will respond accordingly.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.

If the spread of COVID-19 intensifies, our business operations could be delayed or interrupted. Government and health authorities may announce new, or extend existing, restrictions, which could require us to make adjustments to our operations in order to comply with any such restrictions. Our manager may also experience limitations in employee resources. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

We believe the short-term rental business in particular has been severely impacted by COVID-19, with increased cancellations and a drop in bookings, particularly in 2020. In addition, many guests have been unable to travel during the COVID-19 pandemic. However, with increased vaccination rates and certain travel restrictions lifted in 2021 and 2022, guests have changed the way they live and travel. The pandemic untethered many people from the need to work in specific places at specific times and now, many guests can work from anywhere, travel any time, and stay longer. Since the pandemic started in 2020, guests have increased flexibility to utilize short-term rentals for various reasons, such as living closer to family, living nomadically, and working remotely.

Further, the COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of real estate. Although we intend to hold and manage all of the assets marketed on the Arrived Platform for an average of five to fifteen years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets and, consequently, the value of the interests. See “Risk Factors” below.

Securities Being Offered

Investors will acquire membership interests in a series of our company, each of which is intended to be a separate series of our company for purposes of accounting for assets and liabilities. It is intended that owners of interests in a series will only have an interest in the assets, liabilities, profits and losses pertaining to the specific property owned by that series. For example, an owner of interests in Arrived Series Lodge will only have an interest in the assets, liabilities, profits and losses pertaining to Arrived Series Lodge and its related operations. See the “Description of the Securities Offered” section for further details. The minimum investment you can make for any series is one (1) interest in a series. In the instance where a series attempts to qualify as a REIT, no investor may own greater than 9.8% of the total interests in such series. See “⸺Restrictions on Ownership of our Interests” below.

Our company is managed by Arrived Holdings, Inc., a Delaware corporation and managing member of our company, which we refer to herein as the “manager.” Pursuant to the terms of our company’s limited liability company operating agreement, which we refer to as the “operating agreement,” the manager will provide certain management and advisory services to our company and to each of its series and their subsidiaries, if any, as well as a management team and appropriate support personnel. The manager is an asset management company that operates a web-based investment platform, which we refer to as the Arrived Platform, used by our company for the offer and sale of interests in the series of our company.

Management Compensation

The manager will receive from a series an annual asset management fee comprised of two parts: an annual asset management fee equal to five percent (5%) of the gross revenues, less maintenance and restocking expenses, applicable to that series, paid out of the series’ net operating rental income. Further, the manager will receive an annual asset management fee equal to one-half percent (0.5%) of the purchase price of the series property issued in the form of membership interests of that series. Such membership interests will be accrued on a quarterly basis at the then current price and issued to the manager by the end of the fiscal year. Any fractional interest will be rounded up to the nearest whole number.

Additionally, pursuant to the operating agreement, the manager will receive reimbursements for out-of-pocket expenses in connection with our organization and offerings (up to a maximum of 2% of the gross offering proceeds per series offering), our operations and the acquisition of properties and in connection with third parties providing services to us. The manager may also receive a portion of the property management fee and the property disposition fee as described below. With respect to the operating accounts for each series that the manager maintains with a third-party bank, the manager will be entitled to receive any interest earned on the cash balances in such accounts. The manager reserves the right to waive any fees or reimbursements it is due in its sole discretion. The items of compensation are summarized in “Management⸺Management Compensation.”

The services provided by the property manager will include:

facilitating rentals via listing on third-party sites, such as Airbnb and Vrbo;

creating policies for the collection of rental income;

managing inventory, cleaning and maintenance for rental property furnishings and supplies;

investigating, selecting, and, on behalf of the applicable series, engaging and conducting business with such persons as the property manager deems necessary to ensure the proper performance of its obligations under the property management agreement, including, but not limited to, consultants, insurers, insurance agents, maintenance providers, bookkeepers and accountants and any and all persons acting in any other capacity deemed by the property manager necessary or desirable for the performance of any of the services under the property management agreement; and

developing standards for the care of the underlying properties.

See “Description of Business—Description of the Property Management Agreement.”

Property Management Fee

The company will appoint an affiliate of the manager or a third-party property management company to serve as property manager to manage the property of each series pursuant to a property management agreement. The fee arrangements for each third-party property management company are set forth below:

Initially, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis. Following stabilization, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis and paid to the property manager pursuant to the property management agreement. Such property management fee will increase to twenty percent (20%) of all rents and fees immediately following the time at which the net operating income of the series in a calendar year exceeds eight percent (8%) of the sum of the purchase price of the series property, the related furniture, fixtures and equipment and any setup costs for such series, each as disclosed below under “Use of Proceeds to the Issuer” for such series.

Old Town Rentals LLC

Initially, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis. Following stabilization, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis and paid to the property manager pursuant to the property management agreement. Such property management fee will increase to twenty percent (20%) of all rents and fees immediately following the time at which the net operating income of the series in a calendar year exceeds nine percent (9%) of the sum of the purchase price of the series property, the related furniture, fixtures and equipment and any setup costs for such series, each as disclosed below under “Use of Proceeds to the Issuer” for such series.

Roseus Hospitality Group LLC

Initially, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis. Following stabilization, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis and paid to the property manager pursuant to the property management agreement. Such property management fee will increase to twenty percent (20%) of all rents and fees immediately following the time at which the net operating income of the series in a calendar year exceeds ten percent (10%) of the sum of the purchase price of the series property, the related furniture, fixtures and equipment and any setup costs for such series, each as disclosed below under “Use of Proceeds to the Issuer” for such series.

Alpha Geek Capital 2 LLC

As compensation for the services provided by the property manager, each series will be charged a property management fee equal to twenty percent (20%) of all rents and fees as remitted to the series on a monthly basis and paid to the property manager pursuant to the property management agreement.

Southern Comfort Cabin Rentals, LLC

As compensation for the services provided by the property manager, each series will be charged a property management fee equal to twenty-five percent (25%) of all rents and fees as remitted to the series on a monthly basis and paid to the property manager pursuant to the property management agreement.

Cabins in Broken Bow

Property Disposition Fee

Upon the disposition and sale of a series property, each series will be charged a market rate property disposition fee that will cover property sale expenses such as brokerage commissions, and title escrow and closing costs. It is expected that this disposition fee charged to a series will range from six percent (6%) to seven percent (7%) of the property sale price. To the extent that the actual property disposition fees are less than the amount charged to the series, the manager will receive the difference as income.

Following the sale of a property, the manager will distribute the proceeds of such sale, net of the property disposition fee, to the interest holders of the applicable series (after payment of any accrued liabilities or debt on the property or of the series at that time).

Each series of our company will be responsible for the costs and expenses attributable to the activities of our company related to such series including, but not limited to:

any and all fees, costs and expenses incurred in connection with the management of a series property and preparing any reports and accounts of each series, including, but not limited to, audits of a series’ annual financial statements, tax filings and the circulation of reports to investors;

any and all insurance premiums or expenses;

any withholding or transfer taxes imposed on our company or a series or any of the members;

any governmental fees imposed on the capital of our company or a series;

any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against our company, a series or a property manager in connection with the affairs of our company or a series, or relating to legal advice directly relating to our company’s or a series’ legal affairs;

any fees, costs and expenses of a third-party registrar and transfer agent appointed by the manager in connection with a series;

any indemnification payments;

any costs, fees, or payments related to interest or financing expenses for a given series;

any potential HOA or association fees related to a given series;

any ongoing regulatory or permitting fees related to operating a short-term rental business;

the costs of any third parties engaged by the manager in connection with the operations of our company or a series; and

any similar expenses that may be determined to be Operating Expenses, as determined by the manager in its reasonable discretion.

The manager will bear its own expenses of an ordinary nature.

If the Operating Expenses exceed the amount of revenues generated from a series property and cannot be covered by any Operating Expense reserves on the balance sheet of such series property, the manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which the manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such series property (which we refer to as Operating Expenses Reimbursement Obligation(s)), and/or (c) cause additional interests to be issued in such series in order to cover such additional amounts. See “Description of Business⸺Operating Expenses.”

The Arrived Platform

Arrived Holdings, Inc., the manager, owns and operates a web-based and mobile accessible investment platform, the Arrived Platform. Through the use of the Arrived Platform, investors can browse and screen the investments offered by each of our series and electronically sign legal documents to purchase series interests.

The manager may refuse a transfer by an interest holder of its interest in a series if such transfer would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners that are not “accredited investors,” (b) the assets of a series being deemed plan assets for purposes of ERISA, (c) such interest holder holding in excess of 9.8% of a series if such series elects to seek REIT qualification, (d) a change of U.S. federal income tax treatment of our company and/or a series, or I our company, any series, the manager, or its affiliates being subject to additional regulatory requirements. Furthermore, as the interests are not registered under the Securities Act, transfers of interests may only be effected pursuant to exemptions under the Securities Act and as permitted by applicable state securities laws. See “Description of the Securities Being Offered–Restrictions on Ownership and Transfer” for more information.

The manager has sole discretion in determining what distributions are made to interest holders except as otherwise limited by law or the operating agreement. Our company expects the manager to make distributions on a semi-annual basis. However, the manager may change the timing of distributions. For example, the manager may determine to hold distributions until the effective distribution amount, per investor, equals or exceeds $5.00. In this case, the manager would accrue these distributions in an escrow account or other segregated account to be distributed once the minimum distribution amount has been reached or exceeded. See “Description of the Securities Being Offered-Distribution Rights.”

Our Company Information

Our principal executive offices are located at 500 Yale Avenue North, Seattle, WA 98109. Our telephone number is (814) 277-4833. We maintain a website at www.arrivedhomes.com. Information contained on, or accessible through, our website is not incorporated by reference into and does not constitute a part of this offering circular or any other reports or documents we file with or furnish to the Commission.

Summary Risk Factors

An investment in our interests involves various risks. You should consider carefully the risks discussed below and under “Risk Factors” before purchasing our interests. If any of the following risks occur, the business, financial condition or results of operations of each of our series could be materially and adversely affected. In that case, the value of your interests could decline, and you may lose some or all of your investment.

The COVID-19 coronavirus pandemic and other changes in general economic and demographic conditions may cause our business to fail.

We are a newly formed entity and have no operating history, which makes our future performance difficult to predict. There is no guarantee that we will be successful in the operation of our company.

An investment in a series offering constitutes only an investment in that series and not in our company or directly in any property.

We and the manager may not be able to successfully operate our properties or generate sufficient operating cash flows to make or sustain distributions to the holders of our interests.

We depend on the manager for the success of each series and for access to the manager’s investment professionals and contractors. We may not find a suitable replacement for the manager if removed, or if key personnel leave the employment of the manager or otherwise become unavailable to us.

The termination of the manager is generally limited to cause and certain disposition events related to a property, which may make it difficult or costly to end our relationship with the manager in respect of a series and a property.

Potential conflicts of interest may arise among the manager and its affiliates, on the one hand, and our company and our investors, on the other hand.

We may not be able to control a series’ operating costs, or the series’ expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected.

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions.

Our investors do not elect or vote on our board of directors or the managing member of our company and have limited ability to influence decisions regarding the businesses of the series.

There is currently no public trading market for any of our series interests, and an active market may not develop or be sustained.

Our investors will have limited voting rights and will be bound by a majority vote.

We have not established a minimum distribution payment level for any series and a series may be unable to generate sufficient cash flows from its operations to make distributions to holders of interests at any time in the future.

Failure of each series to be classified as a separate entity for U.S. federal income tax purposes could adversely affect the timing, amount and character of distributions to a holder of interests.

Securities being offered:

We are offering the maximum number of interests of each series in the Series Offering Table at a price per interest set forth therein. Each offering is being conducted on a “best efforts,” no minimum basis.

Each series of interests is intended to be a separate series of our company for purposes of accounting for assets and liabilities. See “Description of the Securities Being Offered-Description of the Interests” for further details. The series interests will be non-voting except with respect to certain matters set forth in our operating agreement. The purchase of interests in a particular series is an investment only in that series and not an investment in our company as a whole.

Offering price per series interest:

As stated in the Series Offering Table above.

Minimum and maximum subscription:

The minimum subscription by an investor in any series is one (1) interest. In the instance where a series attempts to qualify as a REIT, no investor may own greater than 9.8% of the total interests in such series.

We have entered into an agreement with Dalmore, which is acting as our soliciting agent and executing broker in connection with our series offerings. Dalmore is a broker-dealer registered with the Commission and which is or will be registered in each state where our series offerings will be made prior to the launch of each such offering and with such other regulators as may be required to execute the sale transactions and provide related services in connection with our series offerings. Dalmore is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, and the Securities Investor Protection Corporation, or SIPC.

We have entered into an agreement with Colonial Stock Transfer Company, Inc., a registered transfer agent, to perform transfer agent functions with respect to the interests of the Series.

We will pay Dalmore a brokerage fee equal to 1.0% of the amount raised through each series offering. Notwithstanding the foregoing, Dalmore will not receive any fee on funds raised from the sale of any interests to the manager, its affiliates or the sellers of any of the series properties.

Restrictions on investment:

Each investor must be a “qualified purchaser.” See “Plan of Distribution and Subscription Procedure—Investor Suitability Standards” for further details. The manager may, in its sole discretion, decline to admit any prospective investor, or accept only a portion of such investor’s subscription, regardless of whether such person is a “qualified purchaser.” Furthermore, the manager anticipates only accepting subscriptions from prospective investors located in states where Dalmore is registered.

Generally, no sale may be made to you in any of our series offerings if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital, acting as the Escrow Agent, and will not be commingled with the operating account of any series, until, if and when there is a closing with respect to that series.

When the Escrow Agent has received instructions from the manager that an offering will close and the investor’s subscription is to be accepted (either in whole or part), the Escrow Agent will disburse such investor’s subscription proceeds in its possession to the account of the applicable series.

If any offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest. Any costs and expenses associated with a terminated offering will be borne by our manager.

The series offerings are being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of a particular series is continuous, active sales of series interests may take place sporadically over the term of the series offering. The term of each series offering will commence within two calendar days after the qualification date of the offering statement of which this offering circular is a part and end no later than the second anniversary of the qualification date of the offering statement.

There will be a separate closing, or closings, with respect to each offering. An initial closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date one week prior to three months after the offering begins. Additionally, any closing following such initial closing will occur on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date that is three months after the prior closing for the relevant series offering. A fully executed subscription agreement for any particular investor in a series offering will be accepted or rejected by the manager within 15 days of being received by the series.

If an initial closing has not occurred, an offering will be terminated upon the earliest to occur of (i) the date immediately following the date one week prior to three months after the offering begins and (ii) any date on which the manager elects to terminate the offering for a particular series in its sole discretion. No securities are being offered by existing security-holders.

Use of proceeds to issuer:

The proceeds received in the offering will be applied in the following order of priority of payment:

Brokerage Fee: A brokerage fee payable to Dalmore equal to 1% of the amount raised through an offering. Notwithstanding the foregoing, Dalmore will not receive any fee on funds raised from the sale of series interests to the manager, its affiliates or the sellers of the properties;

Acquisition Cost of the Underlying Properties: Actual cost of the underlying property of a series paid to the property seller;

Offering Expenses: We will reimburse the manager for offering expenses actually incurred in connection with a series offering in an amount up to 2% of gross offering proceeds. In general, these costs include legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering; and

Acquisition Expenses: In general, these expenses include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, appraisal, development and acquisition of the property related to a series.

The manager will be responsible for all offering expenses on behalf of each series and will be reimbursed by the series through the proceeds of the series offering for offering expenses actually incurred in an amount up to 2% of gross offering proceeds. Each series will be responsible for its acquisition expenses which it will pay out of the proceeds of its offering and will reimburse the manager for such costs as well as for certain other costs. See “Use of Proceeds to Issuer,” “Management Compensation—Reimbursement of Expenses” and “Plan of Distribution and Subscription Procedure—Fees and Expenses” sections for further details.

Investing in the interests of a particular series involves risks. See the section entitled “Risk Factors” in this offering circular and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in our series interests.

We may incur mortgage indebtedness and other borrowings, including in states and with lenders that do not recognize the series limited liability company structure, which may increase risks to the properties.

A series, or our company on behalf of a series, may seek to obtain financing, or to refinance any outstanding indebtedness, including any financing used to obtain the property, with an additional mortgage or other debt financing, including with a third party, secured by the underlying property. Incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, a series could lose the property securing the loan that is in default.

Further, while we expect each mortgage to be secured by a specific property (and the assets of such property) and be the financial obligation of the applicable series, our company may be required to enter into a loan as the borrower and hold title to the property on behalf of such series in states where our series limited liability structure is not recognized or respected under the laws of the state governing the loan. In that instance, in the event that we default on a loan, we can make no assurance that a lender will not seek to foreclose on the other series’ properties for which we hold title. See “If our company’s series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold the same series as them.”

A series may be unable to obtain financing on favorable terms or at all.

A series may seek additional capital in the form of debt financing from other financing sources. Additional debt financing may not be available on reasonable terms, on a timely basis or at all, and if available, would result in additional payment obligations and may involve agreements that include restrictive covenants that limit a series’ ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens or paying dividends, which could adversely impact the series’ ability to conduct its business or make distribution to investors.

A series that initially acquires a property for all cash but then determines to finance the property, will be subject to additional risks related to its ability to pay debt service that may have a detrimental effect on a series’ ability to pay dividends.

A property acquired without financing has a different risk profile from one that is acquired with the use of mortgage financing. In particular, a property with financing must pay its debt service, and any inability to do so could have an adverse effect on a series’ financial condition, results of operations, cash flow, and the market value of its interests and its ability to make distribution to investors.

In addition, these same entities seek financing through similar channels to our company. Disruptions or dislocations in the credit markets could impact the cost and availability of debt to finance real estate investments, which is a key component of our acquisition strategy. A downturn in the credit markets and a potential lack of available debt could limit our ability to pursue suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, the number of entities and the amount of funds competing for suitable investments may increase. If we acquire investments at higher prices and/or by using less-than-ideal capital structures, our returns will be lower and the value of our respective assets may not appreciate or may decrease significantly below the amount we paid for such assets. This competition could increase prices for properties of the type we may pursue and adversely affect our profitability and impede our growth.

Additional Borrowings. We expect each series may seek, as applicable, to finance or refinance any outstanding indebtedness with an additional mortgage or other debt financing, including with either an affiliate or a third party. We expect that any third-party mortgage and/or other debt instruments that a series, or the Company on behalf of a series, enters into in connection with a financing or refinancing of a property will be secured by a security interest in the title of such property and any other assets of the series.

See “Use of Proceeds to Issuer” for more information.

Arrived Series Lodge is being established to allow investors who acquire Arrived Series Lodge interests in the Arrived Series Lodge offering to own an indirect interest in the short-term rental home located at 33 Lost Creek Trail, Broken Bow, OK 74728, the Arrived Series Lodge property.

Arrived Series Lodge completed the acquisition of the Arrived Series Lodge property on November 21, 2022. The acquisition of the Arrived Series Lodge property was funded entirely by cash being advanced by the manager. The Arrived Series Lodge property is being held directly by Arrived Series Lodge. See the “Use of Proceeds” section below for additional information regarding anticipated expenses and uses of offering proceeds.

33 Lost Creek Trail is a short-term rental home in Broken Bow, OK. The Lodge is a newly constructed, beautiful 6 bedroom, 6 bathroom custom cabin on 1.67 acres. The cabin features a game room, a large covered patio space, hot tub deck, and gazebo. The cabin features 4 bedrooms downstairs and 2 upstairs, all with ensuite baths. There are high cathedral ceilings in the great room and a gas fireplace covered with stone. There are hardwood floors throughout and ceramic tile in the bathrooms. The kitchen features stainless steel appliances, custom cabinets, and a large island. The property has a circle driveway and side parking. The cabin is located in the heart of Hochatown which is minutes from tons of restaurants, the lake, and state park.

33 Lost Creek Trail, Broken Bow, OK 74728

The Arrived Series Lodge property was built in 2022. The Arrived Series Lodge property expects to incur approximately $201,400 of costs related to certain improvement projects to the property.

Prior to the acquisition of the Arrived Series Lodge property, the Arrived Series Lodge property was newly built and was not operated as a rental income property.

Acquisition of the Arrived Series Lodge Property

Arrived Series Lodge completed the acquisition of the Arrived Series Lodge property on November 21, 2022 at a purchase price of $1,030,000.

The acquisition of the Arrived Series Lodge property was funded entirely by cash being advanced by the manager. In exchange for advancing the cash, Arrived Series Lodge has issued a promissory note to the manager in an amount of $1,101,800, which has a term of 18 months and bears interest at the minimum AFR in effect as of the date of issuance of the promissory note.

Property Components & Capital Expenditures

The Arrived Series Lodge property was inspected by a licensed professional, and the inspection report indicated that the major property components are in acceptable, functional condition, with no obvious signs of defect.

With the current expected level and quality of the property components we will not recognize any deferred maintenance items and we expect that the major property components will remain in working order during the anticipated hold period for this property. In our operating estimates, we forecast a potential cost of maintenance and capital expenses as a percentage of rental income. In the case of unforeseen maintenance expenses, we could make use of our cash reserves, if necessary.

We anticipate that the final renovation cost for this property will total approximately $201,400. These renovations may include new appliances and cosmetic improvements as well as various punch list items throughout the property. This renovation expense is listed in the use of proceeds for Arrived Series Lodge.

The manager appointed an unaffiliated, third-party property manager, Cabins in Broken Bow, to manage the Arrived Series Lodge property on a discretionary basis and has entered into a property management agreement with the property manager. Pursuant to the terms of the property management agreement, Arrived Series Lodge will pay the property manager an annual fee for managing the Arrived Series Lodge property.

Property Operations and Hold Period

The Arrived Series Lodge property is newly built and has no prior rental history. The manager intends to list the property for rent at a rate of $11,406 per month, or $136,872 per year, which is consistent with other short-term rental homes in the same area of Broken Bow, OK.

The manager anticipates that this property’s Operating Expenses, which include real estate taxes, property insurance and repairs and maintenance costs, will be in the range of $5,760 to $5,950 per month. This estimate is based on the manager’s due diligence calculations and does not take into account amounts for capital expenditures for major repairs. At this time we do not anticipate any significant capital expenditures for the Arrived Series Lodge property. For information relating to our capital expenditure expectations, see “Property Components & Capital Expenditures” above.

We intend to hold the Arrived Series Lodge property for five to fifteen years during which time, we will operate the Arrived Series Lodge property as a rental property. During this period, we intend to distribute any Free Cash Flow (as defined below) to Arrived Series Lodge interest holders. The determination as to when the Arrived Series Lodge property should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property is anticipated to appreciate or decline substantially, and how any existing lease may impact the sales price we may realize. The manager may determine that it is in the best interests of shareholders to sell the Arrived Series Lodge property earlier than five years or to hold the property for more than fifteen years.

Asset Management Fee.

The manager will receive from Arrived Series Lodge an annual asset management fee equal to 5% of the gross revenues, less maintenance and restocking expenses, applicable to that series, paid out of the series’ net operating rental income.

Additionally, the manager will receive an asset management fee equal to 0.5% of the purchase price of the series property, which we estimate to be 515 membership interests in Arrived Series Lodge if the maximum amount of the Arrived Series Lodge offering is raised. Such membership interests will be accrued on a quarterly basis at the then current price and issued to the manager by the end of the fiscal year.

The total cost to acquire and improve the Arrived Series Lodge property, including applicable fees, expenses and reserves is $1,429,130.

We estimate that the gross proceeds of the offering of Arrived Series Lodge interests will be approximately $1,429,130, assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:

Percentage of Gross Proceeds

Acquisition of Property⁽¹⁾

Property Improvements ⁽²⁾

Operating & Capital Reserves

Acquisition Expenses⁽³⁾

Offering Expenses⁽⁴⁾

Financing & Holding Costs

Sourcing Fee⁽⁵⁾

Total Fees & Expenses

Arrived Series Lodge acquired the Arrived Series Lodge property for $1,030,000 in accordance with one of the acquisition methods discussed above.

The manager plans for the Arrived Series Lodge property to incur approximately $201,400 of costs related to certain renovation projects or capital expenditures related to our acquisition of the Arrived Series Lodge property.

Estimated amount which includes but is not limited to legal fees associated with the purchase and sale agreement, title insurance, appraisal costs, closing costs, mortgage closing costs, and inspection costs.

We will reimburse the manager for offering expenses actually incurred for the Arrived Series Lodge offering in an amount up to 2% of gross offering proceeds. Our manager will be responsible for any offering expenses above this amount.

We will pay the manager a sourcing fee for the costs involved in sourcing the property and preparing it for investment.

Acquisition Expenses, Operating Expenses and certain other costs that are advanced by the manager will be reimbursed out of the net proceeds of the Arrived Series Lodge offering. See “Management Compensation—Reimbursement of Expenses”

Arrived Series Lodge, which will be offering its series interests pursuant to this offering circular, has completed the acquisition of, and payment for the Arrived Series Lodge property using cash advanced by the manager. In exchange for the cash advanced by the manager, the series has issued a promissory note to the manager in the amount of $1,101,800, bearing interest at the minimum applicable federal rate, or AFR, under the Internal Revenue Code in effect as of the date of completion of acquisition of the series property.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and the proceeds of the offering. The manager reserves the right to modify the use of proceeds based on the factors set forth above.

CABIN MANAGEMENT AGREEMENT

This cabin management agreement (“Agreement”) is entered into the _____ day of ________ 20___, by and between Blankenship Enterprises LLC d/b/a Cabins in Broken Bow (“Property Manager”), an Oklahoma limited liability company, having its principle office at 143 Cedar Creek Circle, Broken Bow Ok 74728, and ______________________________, at _________________________________ (“Owner”). Property Manager and Owner are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Owner holds title to the following-described real property:

___________________________________________________________

(hereinafter referred to as the “Property”);

WHEREAS, Property Manager is experienced in the business of operating and managing real estate similar to the property;

WHEREAS, Owner desires to engage the services of Property Manager to manage and operate the Property, and Property Manager desires to provide such services in accordance with following terms and conditions;

NOW THEREFORE, in consideration of the operation and management of the Property by Property Manager, the mutual covenants and agreements of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following:

Section 1. Definitions and Interpretations

1.1. “Guest” means, with respect to this Agreement, transient guests, permanent guests, tenants, lodgers and patrons. 15 O.S. § 503(d).

1.2. “Guaranty” means, with respect to this Agreement, a promise to answer for the debt, default or miscarriage of another person. 15 O.S. § 321.

2.1. Primary Term. This Agreement shall be effective on the ___ day of ______, (“Effective Date”), and shall be for a period of three (3) months, which shall expire on the __ day of ______ (“Expiration Date”).

2.2. No Automatic Renewal. On expiration of the Primary Term, this Agreement shall automatically terminate. Parties agree that they shall negotiate in good faith to come to a new agreement for the management of the Property. If Parties do not execute a new agreement for the management of the Property by the Expiration Date, Owner may, in its sole discretion, elect to extend this Agreement on the same terms as covered herein for up to two (2) thirty (30) day periods (each, a “Renewal Period”). Notice of such extension shall be by written notice, given no less than five (5) days prior to the Expiration Date or the end of the first Renewal Period..

2.3. Term Guaranty. This Agreement is guaranteed at minimum for the Primary Term by consideration in the amount of one-thousand dollars ($1,000.00) from Owner, as guarantor, to Property Manager, as guarantee, in the event of early termination during the Primary Term of this Agreement. The above described consideration is to be held back from the most recent income statement in the event of an early termination by Owner for any reason other than for cause set forth in Section 6.2.

Section 3. Termination

3.1. Termination by Property Manager. Property Manager may terminate this Agreement upon Owner’s failure to comply with the terms and conditions of this Agreement. Property Manager shall notify Owner of the alleged failure in writing, including a thirty (30) day notice of Property Manager’s intent to terminate if Owner’s failure to comply is not rectified. After thirty (30) days from the date of the written notice, Property Manager is entitled to terminate this Agreement, which shall not be a breach of contract, and Buyer has no legal or equitable remedies for such termination.

3.2. Termination by Owner. Owner may terminate this Agreement upon Property Manager’s failure to perform to comply with the terms and conditions of this Agreement. Owner shall notify Property Manager of the alleged failure in writing, including a thirty (30) day notice of Owner’s intent to terminate if Property Manager’s failure to comply is not rectified. After thirty (30) days from the date of the written notice, Owner is entitled to terminate this Agreement, which shall not be a breach of contract and Manager will have no legal or equitable remedies for such termination.

3.3. Additional Grounds for Termination. This Agreement, except for the respective indemnifications of the parties contained in Section 7, will automatically terminate on the occurrence of any of the following:

(a)

The filing of a voluntary bankruptcy petition by or with the consent of either Party or the filing of any involuntary bankruptcy petition against either party that is not dismissed within thirty (30) days.

Series Membership Interests Overview
Series		Price to Public		Underwriter Discounts and Commissions (1)(2)		Proceeds to Issuer
Arrived Series Lodge
Per Interest	$	10.00	$	0.10	$	9.90
Total Minimum		N/A		N/A		N/A
Total Maximum	$	1,429,130.00	$	14,291.30	$	1,414,838.70

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS	ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
MARKET AND OTHER INDUSTRY DATA	iii
SERIES OFFERING TABLE	iv
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	vii
SUMMARY	1
OFFERING SUMMARY	10
RISK FACTORS	13
DILUTION	37
DESCRIPTION OF BUSINESS	37
THE SERIES PROPERTIES BEING OFFERED	51
USE OF PROCEEDS TO ISSUER	55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	58
MANAGEMENT	61
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	67
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	67
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	68
DESCRIPTION OF THE SECURITIES BEING OFFERED	68
U.S. FEDERAL INCOME TAX CONSIDERATIONS	76
ERISA CONSIDERATIONS	80
PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE	81
LEGAL MATTERS	88
ACCOUNTING MATTERS	88
WHERE TO FIND ADDITIONAL INFORMATION	88

Series Name	Series Property		Offering Price per Interest		Maximum Offering Size	Maximum Membership Interests	Opening Date	Closing Date	Status
Arrived Series Oasis	Short-term rental home located at 964 Youngs Lane, Nashville, TN 37207	$	10.00	$	814,040.00	81,404	8/30/2022	10/31/2022	Closed
Arrived Series Ace	Short-term rental home located at 14249 N. 49th Street, Scottsdale, AZ 85254	$	10.00	$	979,610.00	97,961	9/8/2022	11/10/2022	Closed
Arrived Series Cardinal	Short-term rental home located at 6085 North 85th Avenue, Glendale, AZ 85305	$	10.00	$	727,210.00	72,721	9/8/2022	10/31/2022	Closed
Arrived Series Hammock	Short-term rental home located at 10736 Frances Lane, Largo, FL 33774	$	10.00	$	659,120.00	65,912	9/8/2022	10/31/2022	Closed
Arrived Series Mirage	Short-term rental home located at 62432 Golden Street, Joshua Tree, CA 92252	$	10.00	$	846,350.00	84,635	9/8/2022	10/31/2022	Closed
Arrived Series Orchard	Short-term rental home located at 109 Jonagold Lane, Blue Ridge, GA 30513	$	10.00	$	832,780.00	83,278	9/8/2022	10/31/2022	Closed
Arrived Series Pointbreak	Short-term rental home located at 6410 Sunset Avenue #A & #B, Panama City, FL 32408	$	10.00	$	481,190.00	48,119	9/8/2022	10/31/2022	Closed

Arrived Series Cactus	Short-term rental home located at 5108 E Janice Way, Scottsdale, AZ 85254	$	10.00	$	895,510.00	89,551	10/12/2022	11/10/2022	Closed
Arrived Series Opry	Short-term rental home located at 3226 Charlotte Avenue, Nashville, TN 37209	$	10.00	$	929,780.00	92,978	10/12/2022	11/10/2022	Closed
Arrived Series Lakeridge	Short-term rental home located at 105 Lake Ridge Drive, Blue Ridge, GA 30513	$	10.00	$	519,800.00	51,980	10/26/2022		Open
Arrived Series Palm	Short-term rental home located at 2299 Kentucky Street, West Palm Beach, FL 33406	$	10.00	$	665,610.00	66,561	10/26/2022	11/23/2022	Closed
Arrived Series Serenity	Short-term rental home located at 32 San Patricio Dr, Sedona, AZ 86336	$	10.00	$	1,079,280.00	107,928	10/26/2022		Open
Arrived Series Sugarcreek	Short-term rental home located at 555 Sugar Creek Road, Blue Ridge, GA 30513	$	10.00	$	392,950.00	39,295	10/26/2022		Open
Arrived Series Havasu	Short-term rental home located at 520 Jones Drive, Havasu City, AZ 86406	$	10.00	$	972,940.00	97,294	11/10/2022		Open

Arrived Series Regal	Short-term rental home located at 2635 King Hollow Road, Sevierville, TN 37876	$	10.00		$	854,350.00			85,435.00		12/13/2022		Open
Arrived Series Lodge	Short-term rental home located at 33 Lost Creek Trail, Broken Bow, OK 74728	$	10.00		$	1,429,130.00			142,913.00		[//2022]		Not Yet Qualified

	●	Use of Proceeds to Issuer
	●	Arrived STR, LLC and its Series Consolidated Financial Statements July 31, 2022

	●	The underlying value and performance of any real estate asset is likely to fluctuate significantly due to seasonality.

	●	The market in which the company participates is competitive and, if it does not compete effectively, its operating results could be harmed.
	●	The company will be dependent on the efforts of its property manager and the performance, dependability, and reliability of the short-term rental platforms through which the property manager lists the series properties.

Offering period:		The series offerings are being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of a particular series is continuous, active sales of series interests may take place sporadically over the term of the series offering. The term of each series offering will commence within two calendar days after the qualification date of the offering statement of which this offering circular is a part and end no later than the second anniversary of the qualification date of the offering statement. There will be a separate closing, or closings, with respect to each offering. An initial closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date one week prior to three months after the offering begins. Additionally, any closing following such initial closing will occur on the earliest to occur of (i) the date subscriptions for the maximum number of series interests have been accepted, (ii) a date determined by the manager in its sole discretion and (iii) the date that is three months after the prior closing for the relevant series offering. A fully executed subscription agreement for any particular investor in a series offering will be accepted or rejected by the manager within 15 days of being received by the series. If an initial closing has not occurred, an offering will be terminated upon the earliest to occur of (i) the date immediately following the date one week prior to three months after the offering begins and (ii) any date on which the manager elects to terminate the offering for a particular series in its sole discretion. No securities are being offered by existing security-holders.

Use of proceeds to issuer:		The proceeds received in the offering will be applied in the following order of priority of payment:

		The manager will be responsible for all offering expenses on behalf of each series and will be reimbursed by the series through the proceeds of the series offering for offering expenses actually incurred in an amount up to 2% of gross offering proceeds. Each series will be responsible for its acquisition expenses which it will pay out of the proceeds of its offering and will reimburse the manager for such costs as well as for certain other costs. See “Use of Proceeds to Issuer,” “Management Compensation—Reimbursement of Expenses” and “Plan of Distribution and Subscription Procedure—Fees and Expenses” sections for further details.

Risk factors:		Investing in the interests of a particular series involves risks. See the section entitled “Risk Factors” in this offering circular and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in our series interests.

Revenue or Expense Item	Details	Allocation Policy (if revenue or expense is not clearly allocable to a specific series property)
Revenue	Each of the series will receive revenue in the form of payments from guests staying in the series property.	Allocable directly to the applicable series property
Acquisition Expenses	Appraisal and valuation fees (whether incurred pre- or post-closing)	Allocable directly to the applicable series property
Acquisition Expenses	Pre-purchase inspection	Allocable directly to the applicable series property
	Closing costs	Allocable directly to the applicable series property
	Interest expense, if any, when an underlying series property is purchased by a series through a loan prior to the closing of a series offering	Allocable directly to the applicable series property
Offering Expenses	Legal expenses related to the preparation of regulatory paperwork (offering materials) for a series	Not allocable; to be borne by the manager
	Audit and accounting work related to the regulatory paperwork or a series	Allocable directly to the applicable series property
	Compliance work including diligence related to the preparation of a series	Not allocable; to be borne by the manager
	Insurance of a series property as at time of acquisition	Allocable directly to the applicable series property
	Broker fees other than cash commissions (e.g., expense reimbursement) Brokerage fee payable per filing of a Form 1-A Post-Qualification Amendment ($1,000 per 1-A POS)	Not allocable; to be borne by the manager Allocable directly to the applicable series
	Preparation of marketing materials	Not allocable; to be borne by the manager
Operating Expense	Property management fees	Allocable directly to the applicable series property
	Asset management fees	Allocable directly to the applicable series property
	Audit and accounting work related to the regulatory paperwork of a series	Allocable pro rata to the number of series properties
	Security (e.g., surveillance and patrols)	Allocable pro rata to the value of each series property
	Insurance	Allocable directly to the applicable series property
	Maintenance	Allocable directly to the applicable series property
	Property marketing concessions, including special offers and terms	Allocable directly to the applicable series property
	Property disposition fee	Allocable directly to the applicable series property
	Interest expense, if any, when a series property holds any type of term loan or line of credit	Allocable directly to the applicable series property
	Audit, accounting and bookkeeping related to the reporting requirements of a series	Allocable pro rata to the number of series properties
Indemnification Payments	Indemnification payments under the operating agreement	Allocable pro rata to the value of each series property

Property Name	The Lodge
Address	33 Lost Creek Trail, Broken Bow, OK 74728
Year Built	2022
Bedrooms	6
Baths	6
Square Footage	3,650


Uses	Amount		Percentage of Gross Proceeds
Acquisition of Property⁽¹⁾	$	1,030,000		72.07	%
Property Improvements ⁽²⁾	$	201,400		14.09	%
Operating & Capital Reserves	$	61,800		4.32	%
Brokerage Fee	$	14,291		1.00	%
Acquisition Expenses⁽³⁾	$	10,140		0.71	%
Offering Expenses⁽⁴⁾	$	28,583		2.00	%
Financing & Holding Costs	$	31,410		2.2	%
Sourcing Fee⁽⁵⁾	$	51,500		3.60	%
Total Fees & Expenses	$	125,780		8.80	%
Total Proceeds	$	1,429,130		100.00	%

Individual	Age	Position Held with our Company (1)(2)	Position Held with the Manager
Ryan Frazier	34	Chief Executive Officer and Director	Chief Executive Officer, President and Director
Joel Mezistrano	50	Chief Financial Officer	Chief Financial Officer
Kenneth Cason	36	Chief Technology Officer and Director	Chief Technology Officer and Director
Alejandro Chouza	40	Chief Operating Officer	Chief Operating Officer

Form of Compensation		Description
Operating Stage:
Asset Management Fee		Each series will pay the manager an annual asset management fee equal to five percent (5%) of the gross revenues, less maintenance and restocking expenses, applicable to that series, paid out of the series’ net operating rental income. Further, the manager will receive an annual asset management fee in the form of equity equal to one-half percent (0.5%) of the purchase price of the series property issued in the form of membership interests of that series. Such membership interests will be accrued on a quarterly basis at the then current price and issued to the manager by the end of the fiscal year, with no adjustments to the number of shares made. Any fractional interest will be rounded up to the nearest whole number.

Property Management Fee		Initially, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis. Following stabilization, as compensation for the services provided by the property manager, each series will be charged a property management fee equal to fifteen percent (15%) of all rents and fees as remitted to the series on a monthly basis and paid to the property manager pursuant to the property management agreement. Such property management fee will increase to twenty percent (20%) of all rents and fees immediately following the time at which the net operating income of the series in a calendar year exceeds eight percent (8%) of the sum of the purchase price of the series property, the related furniture, fixtures and equipment and any setup costs for such series, each as disclosed below under “Use of Proceeds to the Issuer” for such series.

Interest Payments/Repayment of Advances and Loans		The manager may receive interest payments on loans and advances it makes to a series, which may include advances it may make with respect to the initial payment of the equity portion of a property acquisition and mortgage loans it may make if a third party loan is not available. Such advances and loans are expected to be repaid from the net proceeds of a series offering. See “Description of Business⸺Acquisition Mechanics”


Fees from Other Services – Affiliates of the Manager		We may retain third parties, including certain of the manager’s affiliates, for necessary services relating to our investments or our operations, including any administrative services and construction, brokerage, development, property oversight and other property management services. Any such arrangements will be at market terms and rates.

Interest Payment – Insured Cash Operating Account		The manager maintains operating accounts for each series with a third-party bank and will be entitled to receive interest on the cash balances in such accounts. The interest payments will vary based on market rates and the amount of cash balances in such accounts from time to time.

Exhibit No.	Description
2.1*	Certificate of Formation of Arrived STR, LLC
2.2*	Limited Liability Company Agreement of Arrived STR, LLC
3.1*	Form of Series Designation of Arrived Series [*], a series of Arrived STR, LLC
4.1*	Form of Subscription Agreement of Arrived Series [*], a series of Arrived STR, LLC
6.1*	Broker Dealer Agreement, dated July 26, 2022, between Arrived STR, LLC and Dalmore Group, LLC
6.2*	Transfer Agency and Registrar Services Agreement, dated July 27, 2022, between Arrived STR, LLC and Colonial Stock Transfer Company, Inc.
6.3*	Form of Promissory Note
6.4*	Form of Property Management Agreement, dated [], 202[], between Misfit Homes LLC and Arrived Series [*], a series of Arrived STR, LLC
6.5*	Software and Services License Agreement, dated [], 202[], by and between North Capital Investment Technology, Inc. and Arrived Holdings, Inc.
6.6*	Purchase and Sale Agreement dated July 19, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Oasis property
6.6.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Oasis dated July 25, 2022 for Arrived Series Oasis property
6.7*	Purchase and Sale Agreement dated August 17, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Ace property
6.7.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Ace dated August 26, 2022 for Arrived Series Ace property
6.7.2*	Counteroffer to Offer dated August 18, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Ace Property
6.7.3*	Addendum to Purchase and Sale Agreement dated August 23, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Ace Property
6.8*	Purchase and Sale Agreement dated August 15, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Cardinal property
6.8.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Cardinal dated August 26, 2022 for Arrived Series Cardinal property
6.9*	Purchase and Sale Agreement dated August 23, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Hammock property
6.9.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Hammock dated August 30, 2022 for Arrived Series Hammock property
6.10*	Purchase and Sale Agreement dated August 10, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Mirage property
6.10.1*	Counteroffer to Offer dated August 15, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Mirage Property

6.11*	Purchase and Sale Agreement dated August 23, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Orchard property
6.11.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Orchard dated August 26, 2022 for Arrived Series Orchard property
6.11.2*	Addendum to Purchase and Sale Agreement dated August 23, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Orchard Property
6.12*	Purchase and Sale Agreement dated August 11, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Pointbreak property
6.12.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Pointbreak dated August 30, 2022 for Arrived Series Pointbreak property
6.12.2*	Addendum to Purchase and Sale Agreement dated September 28, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Pointbreak Property
6.13*	Form of Property Management Agreement, dated [], 202[], between Old Town Rentals LLC and Arrived Series [*], a series of Arrived STR, LLC
6.14*	Form of Property Management Agreement, dated [], 202[], between Roseus Hospitality Group LLC and Arrived Series [*], a series of Arrived STR, LLC
6.15*	Form of Property Management Agreement, dated [], 202[], between Southern Comfort Cabin Rentals, LLC and Arrived Series [*], a series of Arrived STR, LLC
6.16*	Form of Property Management Agreement, dated [], 202[], between Alpha Geek Capital 2 LLC and Arrived Series [*], a series of Arrived STR, LLC
6.17*	Purchase and Sale Agreement dated September 9, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Cactus property
6.17.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Cactus dated September 13, 2022 for Arrived Series Cactus property
6.17.2*	Counteroffer to Offer dated September 10, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Cactus Property
6.18*	Purchase and Sale Agreement dated August 18, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Opry property
6.18.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Opry dated September 19, 2022 for Arrived Series Opry property
6.19*	Purchase and Sale Agreement dated October 4, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Lakeridge property
6.19.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Lakeridge dated October 8, 2022 for Arrived Series Lakeridge property

6.20*	Purchase and Sale Agreement dated October 7, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Palm property
6.20.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Palm dated September 13, 2022 for Arrived Series Palm property
6.20.2*	Addendum to Purchase and Sale Agreement dated September 23, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Palm Property
6.21*	Purchase and Sale Agreement dated September 9, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Serenity property
6.21.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Serenity dated September 28, 2022 for Arrived Series Serenity property
6.21.2*	Addendum to Purchase and Sale Agreement dated September 24, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Serenity Property
6.21.3*	Addendum to Purchase and Sale Agreement dated September 24, 2022 between Arrived Holdings, Inc./Assignee and Seller for Series Serenity Property
6.22*	Purchase and Sale Agreement dated October 6, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Sugarcreek property
6.22.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Sugarcreek dated October 8, 2022 for Arrived Series Sugarcreek property
6.23*	Purchase and Sale Agreement dated October 18, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Havasu property
6.23.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Havasu dated October 19, 2022 for Arrived Series Havasu property
6.24*	Form of Property Management Agreement, dated [], 202[], between AvantStay, Inc. and Arrived Series [*], a series of Arrived STR, LLC
6.25*	Purchase and Sale Agreement dated November 18, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Regal property
6.25.1*	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Regal dated November 29, 2022 for Arrived Series Regal property
6.26	Purchase and Sale Agreement dated October 28, 2022 between Arrived Holdings, Inc./Assignee and Seller for Arrived Series Lodge property
6.26.1	Assignment of Contract from Arrived Holdings, Inc. to Arrived Series Lodge dated November 10, 2022 for Arrived Series Lodge property
6.27	Form of Property Management Agreement, dated [], 202[], between Cabins in Broken Bow and Arrived Series [*], a series of Arrived STR, LLC
8.1*	Form of Escrow Agreement, dated [], 202[], by and among North Capital Private Securities Corporation, Arrived Holdings, Inc. and Arrived Series [*], a series of Arrived STR, LLC
11.1	Consent of Morison Cogen LLP
11.2	Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 12.1)
12.1	Opinion of Maynard, Cooper & Gale, P.C.

	ARRIVED STR, LLC

	By:	Arrived Holdings, Inc., its managing member

	By:	/s/ Ryan Frazier
		Name: Ryan Frazier
		Title: Chief Executive Officer

SIGNATURE	TITLE	DATE

/s/ Ryan Frazier	Chief Executive Officer of Arrived Holdings, Inc.	December 21, 2022
Ryan Frazier	(principal executive officer)
	Chief Executive Officer and Director of Arrived STR, LLC

/s/ Joel Mezistrano	Principal Financial and Accounting Officer of Arrived Holdings, Inc.	December 21, 2022
Joel Mezistrano	(principal financial and accounting officer)
	Principal Financial and Accounting Officer of Arrived STR, LLC

Arrived Holdings, Inc.	Managing Member	December 21, 2022

By:	/s/ Ryan Frazier
Name:	Ryan Frazier
Title:	Chief Executive Officer