PART II AND III 2 rsea1apos.htm POST QUALIFICATION AMENDMENT 7

EXPLANATORY NOTE

 

This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Archive, LLC. The offering statement was originally filed by RSE Archive, LLC on August 13, 2019 and has been amended by RSE Archive, LLC on multiple occasions since that date. The offering statement, as amended by pre-qualification amendments, was initially qualified by the U.S. Securities and Exchange Commission on October 11, 2019.

 

Different series of RSE Archive, LLC have already been offered or have been qualified but not yet launched as of the date hereof, by RSE Archive, LLC under the offering statement, as amended and qualified. Each such series of RSE Archive, LLC will continue to be offered and sold by RSE Archive, LLC following the filing of this post-qualification amendment subject to the offering conditions contained in the offering statement, as qualified.

 

The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, the offering of additional series of RSE Archive, LLC. The series already offered, or qualified but not yet launched as of the date hereof, under the offering statement, and the additional series being added to the offering statement by means of this post-qualification amendment, are outlined in the “Master Series Table” contained in the section titled “Interests in Series Covered by This Amendment” of the Offering Circular to this post-qualification amendment.


 

This Post-Qualification Offering Circular Amendment No. 7 amends the Post-Qualification Offering Circular No. 6 of  RSE Archive LLC, dated April 21, 2020, as qualified on April 30, 2020, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

 

POST-QUALIFICATION OFFERING CIRCULAR AMENDMENT NO. 7

SUBJECT TO COMPLETION; DATED MAY 22, 2020

 

 


RSE ARCHIVE, LLC

 

 

250 LAFAYETTE STREET, 2nd FLOOR, NEW YORK, NY 10012

(347-952-8058) Telephone Number

www.rallyrd.com

 

This Post-Qualification Amendment relates to the offer and sale of series of interest, as described below, to be issued by RSE Archive, LLC (the “Company,” “RSE Archive,” “we,” “us,” or “our”).

 

 

Series Membership Interests Overview

Price to Public

Underwriting Discounts and Commissions (1)(2)(3)

Proceeds to Issuer

Proceeds to Other Persons

 

 

 

 

 

 

Series #52MANTLE

Per Unit

$132.00

 

$132.00

 

 

Total Minimum

$105,600

 

$105,600

 

 

Total Maximum

$132,000

 

$132,000

 

 

 

 

 

 

 

Series #71MAYS

Per Unit

$28.50

 

$28.50

 

 

Total Minimum

$45,600

 

$45,600

 

 

Total Maximum

$57,000

 

$57,000

 

 

 

 

 

 

 

Series #RLEXPEPSI

Per Unit

$8.90

 

$8.90

 

 

Total Minimum

$14,240

 

$14,240

 

 

Total Maximum

$17,800

 

$17,800

 

 

 

 

 

 

 

Series #10COBB

Per Unit

$39.00

 

$39.00

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 


 

 

 

 

 

 

Series #POTTER

Per Unit

$24.00

 

$24.00

 

 

Total Minimum

$57,600

 

$57,600

 

 

Total Maximum

$72,000

 

$72,000

 

 

 

 

 

 

 

Series #TWOCITIES

Per Unit

$72.50

 

$72.50

 

 

Total Minimum

$11,600

 

$11,600

 

 

Total Maximum

$14,500

 

$14,500

 

 

 

 

 

 

 

Series #FROST

Per Unit

$67.50

 

$67.50

 

 

Total Minimum

$10,800

 

$10,800

 

 

Total Maximum

$13,500

 

$13,500

 

 

 

 

 

 

 

Series #BIRKINBLEU

Per Unit

$58.00

 

$58.00

 

 

Total Minimum

$46,400

 

$46,400

 

 

Total Maximum

$58,000

 

$58,000

 

 

 

 

 

 

 

Series #SMURF

Per Unit

$17.25

 

$17.25

 

 

Total Minimum

$27,600

 

$27,600

 

 

Total Maximum

$34,500

 

$34,500

 

 

 

 

 

 

 

Series #70RLEX

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$16,000

 

$16,000

 

 

Total Maximum

$20,000

 

$20,000

 

 

 

 

 

 

 

Series #EINSTEIN

Per Unit

$7.25

 

$7.25

 

 

Total Minimum

$11,600

 

$11,600

 

 

Total Maximum

$14,500

 

$14,500

 

 

 

 

 

 

 

Series #HONUS

Per Unit

$52.00

 

$52.00

 

 

Total Minimum

$416,000

 

$416,000

 

 

Total Maximum

$520,000

 

$520,000

 

 

 

 

 

 

 


Series #75ALI

Per Unit

$23.00

 

$23.00

 

 

Total Minimum

$36,800

 

$36,800

 

 

Total Maximum

$46,000

 

$46,000

 

 

 

 

 

 

 

Series #71ALI

Per Unit

$15.50

 

$15.50

 

 

Total Minimum

$24,800

 

$24,800

 

 

Total Maximum

$31,000

 

$31,000

 

 

 

 

 

 

 

Series #APROAK

Per Unit

$75.00

 

$75.00

 

 

Total Minimum

$60,000

 

$60,000

 

 

Total Maximum

$75,000

 

$75,000

 

 

 

 

 

 

 

Series #88JORDAN

Per Unit

$11.00

 

$11.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 

Series #56MANTLE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$8,000

 

$8,000

 

 

Total Maximum

$10,000

 

$10,000

 

 

 

 

 

 

 

Series #BIRKINBOR

Per Unit

$26.25

 

$26.25

 

 

Total Minimum

$42,000

 

$42,000

 

 

Total Maximum

$52,500

 

$52,500

 

 

 

 

 

 

 

Series #33RUTH

Per Unit

$38.50

 

$38.50

 

 

Total Minimum

$61,600

 

$61,600

 

 

Total Maximum

$77,000

 

$77,000

 

 

 

 

 

 

 

Series #SPIDER1

Per Unit

$22.00

 

$22.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 


Series #BATMAN3

Per Unit

$78.00

 

$78.00

 

 

Total Minimum

$62,400

 

$62,400

 

 

Total Maximum

$78,000

 

$78,000

 

 

 

 

 

 

 

Series #AGHOWL

Per Unit

$38.00

 

$38.00

 

 

Total Minimum

$15,200

 

$15,200

 

 

Total Maximum

$19,000

 

$19,000

 

 

 

 

 

 

 

Series #ROOSEVELT

Per Unit

$19.50

 

$19.50

 

 

Total Minimum

$15,600

 

$15,600

 

 

Total Maximum

$19,500

 

$19,500

 

 

 

 

 

 

 

Series #ULYSSES

Per Unit

$51.00

 

$51.00

 

 

Total Minimum

$20,400

 

$20,400

 

 

Total Maximum

$25,500

 

$25,500

 

 

 

 

 

 

 

Series #98JORDAN

Per Unit

$64.00

 

$64.00

 

 

Total Minimum

$102,400

 

$102,400

 

 

Total Maximum

$128,000

 

$128,000

 

 

 

 

 

 

 

Series #18ZION

Per Unit

$30.00

 

$30.00

 

 

Total Minimum

$12,000

 

$12,000

 

 

Total Maximum

$15,000

 

$15,000

 

 

 

 

 

 

 

Series #SNOOPY

Per Unit

$12.75

 

$12.75

 

 

Total Minimum

$20,400

 

$20,400

 

 

Total Maximum

$25,500

 

$25,500

 

 

 

 

 

 

 

Series #APOLLO11

Per Unit

$32.00

 

$32.00

 

 

Total Minimum

$25,600

 

$25,600

 

 

Total Maximum

$32,000

 

$32,000

 

 

 

 

 

 

 


Series #24RUTHBAT

Per Unit

$85.00

 

$85.00

 

 

Total Minimum

$204,000

 

$204,000

 

 

Total Maximum

$255,000

 

$255,000

 

 

 

 

 

 

 

Series #YOKO

Per Unit

$80.00

 

$80.00

 

 

Total Minimum

$12,800

 

$12,800

 

 

Total Maximum

$16,000

 

$16,000

 

 

 

 

 

 

 

Series #86JORDAN

Per Unit

$40.00

 

$40.00

 

 

Total Minimum

$32,000

 

$32,000

 

 

Total Maximum

$40,000

 

$40,000

 

 

 

 

 

 

 

Series #SUPER21

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$6,800

 

$6,800

 

 

Total Maximum

$8,500

 

$8,500

 

 

 

 

 

 

 

Series #RUTHBALL1

Per Unit

$14.50

 

$14.50

 

 

Total Minimum

$23,200

 

$23,200

 

 

Total Maximum

$29,000

 

$29,000

 

 

 

 

 

 

 

Series #HULK1

Per Unit

$44.50

 

$44.50

 

 

Total Minimum

$71,200

 

$71,200

 

 

Total Maximum

$89,000

 

$89,000

 

 

 

 

 

 

 

Series #HIMALAYA

Per Unit

$70.00

 

$70.00

 

 

Total Minimum

$112,000

 

$112,000

 

 

Total Maximum

$140,000

 

$140,000

 

 

 

 

 

 

 

Series #APEOD

Per Unit

$62.00

 

$62.00

 

 

Total Minimum

$24,800

 

$24,800

 

 

Total Maximum

$31,000

 

$31,000

 

 

 

 

 

 

 


Series #15PTKWT

Per Unit

$108.00

 

$108.00

 

 

Total Minimum

$86,400

 

$86,400

 

 

Total Maximum

$108,000

 

$108,000

 

 

 

 

 

 

 

Series #BOND1

Per Unit

$39.00

 

$39.00

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 

 

 

 

 

 

 

Series #CATCHER

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$10,000

 

$10,000

 

 

Total Maximum

$12,500

 

$12,500

 

 

 

 

 

 

 

Series #LOTR

Per Unit

$29.00

 

$29.00

 

 

Total Minimum

$23,200

 

$23,200

 

 

Total Maximum

$29,000

 

$29,000

 

 

 

 

 

 

 

Series #AMZFNT15

Per Unit

$65.00

 

$65.00

 

 

Total Minimum

$26,000

 

$26,000

 

 

Total Maximum

$32,500

 

$32,500

 

 

 

 

 

 

 

Series #BATMAN1

Per Unit

$71.00

 

$71.00

 

 

Total Minimum

$56,800

 

$56,800

 

 

Total Maximum

$71,000

 

$71,000

 

 

 

 

 

 

 

Series #55CLEMENTE

Per Unit

$38.00

 

$38.00

 

 

Total Minimum

$30,400

 

$30,400

 

 

Total Maximum

$38,000

 

$38,000

 

 

 

 

 

 

 

Series #38DIMAGGIO

Per Unit

$22.00

 

$22.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 


Series #GMTBLACK1

Per Unit

$28.00

 

$28.00

 

 

Total Minimum

$22,400

 

$22,400

 

 

Total Maximum

$28,000

 

$28,000

 

 

 

 

 

 

 

Series #SHKSPR4

Per Unit

$115.00

 

$115.00

 

 

Total Minimum

$92,000

 

$92,000

 

 

Total Maximum

$115,000

 

$115,000

 

 

 

 

 

 

 

Series #50JACKIE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$8,000

 

$8,000

 

 

Total Maximum

$10,000

 

$10,000

 

 

 

 

 

 

 

Series #POKEMON1

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$100,000

 

$100,000

 

 

Total Maximum

$125,000

 

$125,000

 

 

 

 

 

 

 

Series #FANFOUR1

Per Unit

$52.50

 

$52.50

 

 

Total Minimum

$84,000

 

$84,000

 

 

Total Maximum

$105,000

 

$105,000

 

 

 

 

 

 

 

Series #CHURCHILL

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$6,000

 

$6,000

 

 

Total Maximum

$7,500

 

$7,500

 

 

 

 

 

 

 

Series #ANMLFARM

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$8,000

 

$8,000

 

 

Total Maximum

$10,000

 

$10,000

 

 

 

 

 

 

 

Series #CAPTAIN3

Per Unit

$37.00

 

$37.00

 

 

Total Minimum

$29,600

 

$29,600

 

 

Total Maximum

$37,000

 

$37,000

 

 

 

 

 

 

 


Series #SOBLACK

Per Unit

$56.00

 

$56.00

 

 

Total Minimum

$44,800

 

$44,800

 

 

Total Maximum

$56,000

 

$56,000

 

 

 

 

 

 

 

Series #FAUBOURG

Per Unit

$75.00

 

$75.00

 

 

Total Minimum

$120,000

 

$120,000

 

 

Total Maximum

$150,000

 

$150,000

 

 

 

 

 

 

 

Series #BIRKINTAN

Per Unit

$28.00

 

$28.00

 

 

Total Minimum

$22,400

 

$22,400

 

 

Total Maximum

$28,000

 

$28,000

 

 

 

 

 

 

 

Series #56TEDWILL

Per Unit

$45.00

 

$45.00

 

 

Total Minimum

$72,000

 

$72,000

 

 

Total Maximum

$90,000

 

$90,000

 

 

 

 

 

 

 

Series #03LEBRON

Per Unit

$15.50

 

$15.50

 

 

Total Minimum

$24,800

 

$24,800

 

 

Total Maximum

$31,000

 

$31,000

 

 

 

 

 

 

 

Series #03JORDAN

Per Unit

$19.00

 

$19.00

 

 

Total Minimum

$30,400

 

$30,400

 

 

Total Maximum

$38,000

 

$38,000

 

 

 

 

 

 

 

Series #68MAYS

Per Unit

$19.50

 

$19.50

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 

 

 

 

 

 

 

Series #51MANTLE

Per Unit

$17.00

 

$17.00

 

 

Total Minimum

$27,200

 

$27,200

 

 

Total Maximum

$34,000

 

$34,000

 

 

 

 

 

 

 


Series #85MARIO

Per Unit

$50.00

 

$50.00

 

 

Total Minimum

$120,000

 

$120,000

 

 

Total Maximum

$150,000

 

$150,000

 

 

 

 

 

 

 

Series #TKAM

Per Unit

$16.00

 

$16.00

 

 

Total Minimum

$25,600

 

$25,600

 

 

Total Maximum

$32,000

 

$32,000

 

 

 

 

 

 

 

Series #TMNT1

Per Unit

$65.00

 

$65.00

 

 

Total Minimum

$52,000

 

$52,000

 

 

Total Maximum

$65,000

 

$65,000

 

 

 

 

 

 

 

Series #LINCOLN

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$64,000

 

$64,000

 

 

Total Maximum

$80,000

 

$80,000

 

 

 

 

 

 

 

Series #61JFK

Per Unit

$11.50

 

$11.50

 

 

Total Minimum

$18,400

 

$18,400

 

 

Total Maximum

$23,000

 

$23,000

 

 

 

 

 

 

 

Series #GATSBY

Per Unit

$50.00

 

$50.00

 

 

Total Minimum

$160,000

 

$160,000

 

 

Total Maximum

$200,000

 

$200,000

 

 

 

 

 

 

 

Series #NEWTON

Per Unit

$68.75

 

$68.75

 

 

Total Minimum

$220,000

 

$220,000

 

 

Total Maximum

$275,000

 

$275,000

 

 

 

 

 

 

 

Series #BATMAN6

Per Unit

$13.50

 

$13.50

 

 

Total Minimum

$21,600

 

$21,600

 

 

Total Maximum

$27,000

 

$27,000

 

 

 

 

 

 

 


Series #STARWARS1

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$9,600

 

$9,600

 

 

Total Maximum

$12,000

 

$12,000

 

 

 

 

 

 

 

Series #DAREDEV1

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$9,200

 

$9,200

 

 

Total Maximum

$11,500

 

$11,500

 

 

(1) Dalmore Group, LLC (the “BOR”) will be acting as a broker of record and entitled to a Brokerage Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses” for additional information.

(2) DriveWealth, LLC (the “Custodian”) will be acting as custodian of interests and hold brokerage accounts for interest holders in connection with the Company’s offerings and will be entitled to a Custody Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses” for additional information. For all offerings of the Company which closed or launch prior to the agreement with the Custodian, signed on January 7 , 2020, interests are transferred into the Custodian brokerage accounts upon consent of the individual investors who purchased such shares or have transferred money into escrow in anticipation of purchasing such shares at the close of the currently ongoing offerings.

(3) No underwriter has been engaged in connection with the Offering (as defined below) and neither the BOR, nor any other entity, receives a finder’ fee or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests (as defined below). We intend to distribute all offerings of membership interests in any series of the Company principally through the Rally Rd.™ platform and any successor platform used by the Company for the offer and sale of interests, (the Rally Rd.™ Platform” or the “Platform”), as described in greater detail under “Plan of Distribution and Subscription Procedure” for additional information.

The Company is offering, on a best efforts basis, a minimum (the “Total Minimum”) to a maximum (the “Total Maximum”) of membership interests of each of the following series of the Company, highlighted in gray in the “Master Series Table” in the “Interests In Series Covered By This Amendment” section. Series not highlighted in gray have completed their respective offerings at the time of this filing and the number of interests in the table represents the actual interests sold. The sale of membership interests is being facilitated by the BOR, a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and member of FINRA and is registered in each state where the offer or sales of the Interests (as defined below) will occur. It is anticipated that Interests will be offered and sold only in states where the BOR is registered as a broker-dealer.  For the avoidance of doubt, the BOR does not and will not solicit purchases of Interests or make any recommendations regarding the Interests to prospective investors.

All of the series of the Company offered hereunder may collectively be referred to herein as the “Series”.  The interests of all Series described above may collectively be referred to herein as the “Interests” and the offerings of the Interests may collectively be referred to herein as the “Offerings”.  See “Description of the Interests Offered” for additional information regarding the Interests.

The Company is managed by RSE Archive Manager, LLC, a Delaware limited liability company (the “Manager”). The Manager is a single-member entity owned by RSE Markets, Inc. (“RSE Markets”).

It is anticipated that the Company’s core business will be the identification, acquisition, marketing and management of memorabilia, collectible items and alcohol, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Series assets referenced in the “Interests In Series Covered By This Amendment” section may be referred to herein, collectively, as the “Underlying Assets”. Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the closing of an Offering from which proceeds are used to acquire the Underlying Asset may be referred to herein as an “Asset Seller.” See “Description of the Business” for additional information regarding the Asset Class.

RSE Markets will serve as the asset manager (the “Asset Manager”) for each Series of the Company and provides services to the Underlying Assets in accordance with each Series’ Asset Management Agreement (see “Description of the Business” – “Description of the Asset Management Agreement” for additional information).

This Offering Circular describes each individual Series found in the “Interests In Series Covered By This Amendment” section.

The Interests represent an investment in a particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager generally.  We do not anticipate that any Series will own any assets other than the Underlying Asset associated with such Series.  However, we expect that the operations of the Company, including the issuance of additional Series of Interests and their acquisition of additional assets, will benefit investors by enabling each Series to benefit from economies of scale and by allowing investors to enjoy the Company’s Underlying Asset collection at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”).

A purchaser of the Interests may be referred to herein as an “Investor” or “Interest Holder.”  There will be a separate closing with respect to each Offering (each, a “Closing”). The Closing of an Offering will occur on the earliest to occur of (i) the date subscriptions for the Total Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Total Minimum Interests of such Series have been accepted.  If Closing has not occurred, an Offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or Amendment, as applicable, is qualified by the U.S. Securities and Exchange Commission, or the


Commission”, which period may be extended with respect to a particular Series by an additional six months by the Manager in its sole discretion, or (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 II of Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format.  The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where the BOR 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 Atlantic Capital Bank, N.A., 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 Series.  See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” for additional information.

A purchase of Interests in a Series does not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series of Interest.  This results in limited voting rights of the Investor, which are solely related to a particular Series, and are further limited by the Limited Liability Company Agreement of the Company (as amended from time to time, the “Operating Agreement”), described further herein.  Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and removal of the Manager for “cause”.  The Manager and the Asset Manager thus retain significant control over the management of the Company, each Series and the Underlying Assets.  Furthermore, because the Interests in a Series do not constitute an investment in the Company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series.  In addition, the economic Interest of a holder in a Series will not be identical to owning a direct undivided Interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will receive a fee in respect of its management of the Underlying Asset.

 

This Offering Circular contains forward-looking statements which are based on current expectations and beliefs concerning future developments that are difficult to predict.  Neither the Company nor the Manager or Asset Manager can guarantee future performance, or that future developments affecting the Company, the Manager, the Asset Manager, or the Platform will be as currently anticipated.  These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.  Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

There is currently no public trading market for any Interests, and an active market may not develop or be sustained.  If an active public or private trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.  

The Interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market would ever develop for the Interests, whether via the Platform, via third party registered broker-dealers or otherwise. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. Please see “Risk Factors” for additional information.

 

GENERALLY, NO SALE MAY BE MADE TO YOU IN ANY OFFERING 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 HTTP://WWW.INVESTOR.GOV.

 

NOTICE TO RESIDENTS OF THE STATES OF TEXAS AND WASHINGTON:

WE ARE LIMITING THE OFFER AND SALE OF SECURITIES IN THE STATES OF TEXAS AND WASHINGTON TO A MAXIMUM OF $5 MILLION IN ANY 12-MONTH PERIOD. WE RESERVE THE RIGHT TO REMOVE OR MODIFY SUCH LIMIT AND, IN THE EVENT WE DECIDE TO OFFER AND SELL ADDITIONAL SECURITIES IN THESE STATES, WE WILL FILE A POST-QUALIFICATION SUPPLEMENT TO THE OFFERING STATEMENT OF WHICH THIS OFFERING CIRCULAR IS A PART IDENTIFYING SUCH CHANGE.

 

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering Circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state in which such offer, solicitation or sale would be unlawful before registration or qualification of the offer and sale under the laws of such state.

An investment in the Interests involves a high degree of risk. See “Risk Factors” for a description of some of the risks that should be considered before investing in the Interests.


TABLE OF CONTENTS

RSE ARCHIVE, LLC

 

SECTIONPAGE 

Incorporation by Reference of Offering Circular14 

INTERESTS IN SERIES COVERED BY THIS AMENDMENT15 

USE OF PROCEEDS – Series #56TEDWILL42 

DESCRIPTION OF SERIES 1956 TED WILLIAMS JERSEY44 

USE OF PROCEEDS – Series #03LEBRON46 

DESCRIPTION OF SERIES 2003-04 UD LEBRON JAMES CARD48 

USE OF PROCEEDS – Series #03JORDAN50 

DESCRIPTION OF SERIES 2003-04 UD MICHAEL JORDAN CARD52 

USE OF PROCEEDS – Series #68MAYS54 

DESCRIPTION OF SERIES 1968 WILLIE MAYS BAT56 

USE OF PROCEEDS – Series #51MANTLE58 

DESCRIPTION OF SERIES 1951 BOWMAN MICKEY MANTLE CARD60 

USE OF PROCEEDS – Series #85MARIO62 

DESCRIPTION OF SERIES 1985 SUPER MARIO BROS.64 

USE OF PROCEEDS – Series #TKAM66 

DESCRIPTION OF SERIES TO KILL A MOCKINGBIRD68 

USE OF PROCEEDS – Series #TMNT170 

DESCRIPTION OF SERIES TEENAGE MUTANT NINJA TURTLES #172 

USE OF PROCEEDS – Series #LINCOLN74 

DESCRIPTION OF SERIES 1864 ABRAHAM LINCOLN PHOTO76 

USE OF PROCEEDS – Series #61JFK78 

DESCRIPTION OF SERIES INAUGURAL ADDRESSES80 

USE OF PROCEEDS – Series #GATSBY82 

DESCRIPTION OF SERIES THE GREAT GATSBY84 

USE OF PROCEEDS – Series #NEWTON86 

DESCRIPTION OF SERIES PRINCIPIA88 

USE OF PROCEEDS – Series #BATMAN690 

DESCRIPTION OF SERIES BATMAN #692 

USE OF PROCEEDS – Series #STARWARS194 

DESCRIPTION OF SERIES STAR WARS #196 

USE OF PROCEEDS – Series #DAREDEV198 

DESCRIPTION OF SERIES DAREDEVIL #1100 

RSE ARCHIVE, LLC FINANCIAL STATEMENTSF-1 

EXHIBIT INDEXIII-1 

 


13


 

Incorporation by Reference of Offering Circular

 

The Offering Circular, including this Post-Qualification Amendment, is part of an offering statement (File No. 024-11057) that was filed with the Securities and Exchange Commission. We hereby incorporate by reference into this Post-Qualification Amendment all of the information contained in the following:

 

1.Part II of the Post-Qualification Amendment to Offering Circular No.6 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

Cautionary Note Regarding Forward-Looking Statements  

Trademarks and Trade Names 

Additional Information 

Offering Summary 

Risk Factors 

Potential Conflicts of Interest 

Dilution 

Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 6 

Management’s Discussion and Analysis of Financial Condition and Results of Operation 

Plan of Distribution and Subscription Procedure 

Description of The Business 

Management 

Compensation 

Principal Interest Holders 

Description of Interests Offered 

Material United States Tax Considerations 

Where to Find Additional Information 

 

Note that any statement we make in this Post-Qualification Amendment (or have made in the Offering Circular) will be modified or superseded by an inconsistent statement made by us in a subsequent offering circular supplement or Post-Qualification Amendment.


14



15


INTERESTS IN SERIES COVERED BY THIS AMENDMENT

The master series table below, referred to at times as the “Master Series Table,” shows key information related to each Series. This information will be referenced in the following sections when referring to the Master Series Table. In addition, see the “Description of Underlying Asset” and “Use of Proceeds” section for each individual Series for further details.

Series / Series Name

Qualif-ication Date

Underlying Asset

Offering Price per Interest

Minimum Offering Size

Maximum Offering Size

Agreement Type

Opening Date (1)

Closing Date (1)

Status

Sourcing Fee

Minimum Membership Interests (2)

Maximum Membership Interests (2)

Comments

Trading Window (4)

#52MANTLE / Series Mickey Mantle Card

10/11/2019

1952 Topps #311 Mickey Mantle Card

$132.00

$132,000

Purchase Option Agreement

10/18/2019

10/25/2019

Closed

$3,090

1,000

• Purchase Option Agreement to acquire Underlying Asset for $125,000 entered on 4/26/2019
• Down-payment of $15,000 on 5/2/2019 and final payment of $110,000 on 06/29/2019 were made and financed through non-interest-bearing payments from the Manager
• $132,000 Offering closed on 10/25/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

03/10/2020


16


#71MAYS / Series Willie Mays Jersey

10/11/2019

1971 Willie Mays Jersey

$28.50

$57,000

Purchase Option Agreement

10/25/2019

10/31/2019

Closed

$1,830

2,000

• Purchase Option Agreement to acquire Underlying Asset for $52,500, entered on 4/26/2019
• Consideration to Asset Seller paid $47,250 in cash (90% of consideration) and the remainder ($5,250) in Interests in the Series #71MAYS issued to the Asset Seller at the closing of the Offering
• Down-payment of $12,500 on 5/2/2019 and final payment of $34,750 on 9/14/2019 were made and financed through non-interest-bearing payments from the Manager
• $57,000 Offering closed on 10/31/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

03/24/2020


17


#RLEXPEPSI / Series Rolex Gmt-Master II Pepsi

10/11/2019

Rolex GMT Master II 126710BLRO

$8.90

$17,800

Purchase Agreement

11/1/2019

11/6/2019

Closed

$22

2,000

• Purchase Agreement to acquire the Underlying Asset for $16,800 entered on 8/30/2019
• Payments of $2,100 on 6/12/2019 and $14,700 on 9/14/2019 were made and financed through non-interest-bearing payments from the Manager
• $17,800 Offering closed on 11/6/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

03/17/2020


18


#10COBB / Series E98 Ty Cobb

10/11/2019

1910 E98 Ty Cobb Card

$39.00

$39,000

Purchase Option Agreement

11/8/2019

11/14/2019

Closed

$1,510

1,000

• Purchase Option Agreement to acquire Underlying Asset for $35,000 entered on 4/26/2019
• Down-payment of $15,000 on 5/2/2019 and final payment of $20,000 on 06/29/2019 were made and financed through non-interest-bearing payments from the Manager
• $39,000 Offering closed on 11/14/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

03/31/2020

#POTTER / Series Harry Potter

10/11/2019

1997 First Edition Harry Potter

$24.00

$72,000

Purchase Agreement

11/15/2019

11/21/2019

Closed

($510)

3,000

• Purchase Agreement to acquire the Underlying Asset for $65,000 entered on 7/5/2019
• Down-payment of $10,000 on 7/8/2019, additional payment of $10,000 on 8/7/2019 and final payment of $45,000 on 10/9/2019 were made and financed through non-interest-bearing payments from the Manager
• $72,000 Offering closed on 11/21/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

04/07/2020


19


#TWOCITIES / Series A Tale of Two Cities

10/11/2019

First Edition A Tale of Two Cities

$72.50

$14,500

Purchase Option Agreement

11/15/2019

11/21/2019

Closed

$55

200

• Purchase Option Agreement to acquire Underlying Asset for $12,000 entered on 7/30/2019
• Down-payment of $1,800 on 8/9/2019 and final payment of $10,200 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $14,500 Offering closed on 11/21/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

04/14/2020

#FROST / Series A Boy’s Will

10/11/2019

First Edition A Boy's Will

$67.50

$13,500

Purchase Option Agreement

11/15/2019

11/21/2019

Closed

$865

200

• Purchase Option Agreement to acquire Underlying Asset for $10,000 entered on 7/30/2019
• Down-payment of $1,500 on 8/9/2019 and final payment of $8,500 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $13,500 Offering closed on 11/21/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

04/21/2020


20


#BIRKINBLEU / Series Hermès Birkin Bag

11/1/2019

Bleu Saphir Lizard Hermès Birkin

$58.00

$58,000

Upfront Purchase

11/22/2019

11/27/2019

Closed

$170

1,000

• Acquired Underlying Asset for $55,500 on 8/2/2019 financed through a non-interest-bearing payment from the Manager
• $58,000 Offering closed on 11/27/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

04/28/2020

#SMURF / Series Rolex Submariner "Smurf"

11/1/2019

Rolex Submariner Date "Smurf" Ref. 116619LB

$17.25

$34,500

Upfront Purchase

11/22/2019

11/27/2019

Closed

$2,905

2,000

• Acquired Underlying Asset for $29,500 on 10/18/2019 financed through a non-interest-bearing payment from the Manager
• $34,500 Offering closed on 11/27/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

05/05/2020

#70RLEX / Series Rolex Beta 21

10/11/2019

1970 Rolex Ref. 5100 Beta 21

$20.00

$20,000

Purchase Agreement

11/29/2019

12/6/2019

Closed

$50

1,000

• Purchase Agreement to acquire the Underlying Asset for $17,900 entered on 9/12/2019
• Payment of $17,900 on 6/12/2019 was made and financed through a non-interest-bearing payment from the Manager
• $20,000 Offering closed on 12/6/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

05/12/2020


21


#EINSTEIN / Series Philosopher-Scientist

10/11/2019

First Edition of Philosopher-Scientist

$7.25

$14,500

Purchase Option Agreement

12/6/2019

12/13/2019

Closed

$1,355

2,000

• Purchase Option Agreement to acquire Underlying Asset for $11,000 entered on 7/30/2019
• Down-payment of $1,650 on 8/9/2019 and final payment of $9,350 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $14,500 Offering closed on 12/6/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

05/12/2020


22


#HONUS / Series T206 Honus Wagner Card

11/27/2019

1909-1911 T206 Honus Wagner Card

$52.00

$520,000

Purchase Option Agreement

12/11/2019

12/26/2019

Closed

$5,572

10,000

• Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $500,028, entered on 11/11/2019 with expiration on 12/26/2019.
• Consideration to Asset Seller paid $225,000 in cash (43% of consideration) and the remainder ($275,028) in Interests in the Series #HONUS issued to the Asset Seller at the closing of the Offering
• Down-payment of $100,000 on 11/11/2019 was made and financed through a non-interest-bearing payment from the Manager
• $520,000 Offering closed on 12/26/2019 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
• (3)

05/19/2020


23


#75ALI / Series Ali-Wepner Fight Boots

11/1/2019

1975 Muhammad Ali Boots worn in fight against Chuck Wepner

$23.00

$46,000

Purchase Agreement

12/19/2019

12/29/2019

Closed

($10)

2,000

• Purchase Agreement to acquire the Underlying Asset for $44,000 entered on 10/16/2019 with expiration on 12/16/209
• Down-payment of $22,000 on 10/17/2019 was made and financed through a non-interest-bearing payment from the Manager
• $46,000 Offering closed on 12/29/2019 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
• (3)

 


24


#71ALI / Series “Fight of The Century” Contract

10/11/2019

1971 “Fight of the Century” Contract

$15.50

$31,000

Purchase Option Agreement

12/16/2019

12/30/2019

Sold

$1,090

2,000

• Purchase Option Agreement to acquire Underlying Asset for $27,500 entered on 4/26/2019
• Payment of $27,500 on 5/2/2019 was made and financed through a non-interest-bearing payment from the Manager
• $31,000 Offering closed on 12/30/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• $40,000 acquisition offer for 1971 "Fight of the Century" Contract accepted on 02/07/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)

02/06/2020

#APROAK / Series Audemars Piguet A-Series

11/1/2019

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

$75.00

$75,000

Upfront Purchase

12/6/2019

1/2/2020

Closed

($63)

1,000

• Acquired Underlying Asset for $72,500 on 10/18/2019 financed through a non-interest-bearing payment from the Manager
• $75,000 Offering closed on 1/2/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


25


#88JORDAN / Series Michael Jordan 1988 Sneakers

11/1/2019

1988 Michael Jordan Nike Air Jordan III Sneakers

$11.00

$22,000

Purchase Agreement

1/19/2020

1/27/2020

Closed

$230

2,000

• Purchase Agreement to acquire the Underlying Asset for $20,000 entered on 10/16/2019 with expiration on 12/16/2019
• $22,000 Offering closed on 1/27/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

05/19/2020

#56MANTLE / Series 1956 Topps Mickey Mantle Card

12/18/2019

1956 Topps #135 Mickey Mantle Card

$1.00

$10,000

Upfront Purchase

1/3/2020

3/11/2020

Closed

($650)

10,000

• Acquired Underlying Asset for $9,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager
• $10,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


26


#BIRKINBOR / Series Hermès Bordeaux Porosus Birkin Bag

12/18/2019

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

$26.25

$52,500

Purchase Option Agreement

2/13/2020

2/20/2020

Closed

$225

2,000

• Purchase Option Agreement to acquire Underlying Asset for $50,000 entered on 11/20/2019
• Down-payment of $12,500 on 12/26/2019 and final payment of $37,500 on 1/7/2020 were made and financed through non-interest-bearing payments from the Manager
• $52,500 Offering closed on 02/20/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 

#33RUTH / Series 1933 Goudey Babe Ruth Card

12/18/2019

1933 Goudey #144 Babe Ruth Card

$38.50

$77,000

Upfront Purchase

2/20/2020

2/26/2020

Closed

$603

2,000

• Acquired Underlying Asset for $74,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager
• $77,000 Offering closed on 2/26/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


27


#SPIDER1 / Series 1963 Amazing Spider-Man #1

12/18/2019

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

$22.00

$22,000

Purchase Option Agreement

2/28/2020

3/4/2020

Closed

$230

1,000

• Purchase Option Agreement to acquire Underlying Asset for $20,000 entered on 11/27/2019
• Down-payment of $5,000 on 11/27/2019 and final payment of $15,000 on 1/3/2020 were made and financed through non-interest-bearing payments from the Manager
• $22,000 Offering closed on 3/4/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 

#BATMAN3 / Series 1940 Batman #3

12/18/2019

1940 D.C. Comics Batman #3 CGC NM 9.4

$78.00

$78,000

Purchase Option Agreement

2/28/2020

3/4/2020

Closed

$585

1,000

• Purchase Option Agreement to acquire Underlying Asset for $75,000 entered on 11/27/2019
• Down-payment of $18,750 on 11/27/2019 and final payment of $56,250 on 1/3/2020 were made and financed through non-interest-bearing payments from the Manager
• $78,000 Offering closed on 3/4/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


28


#AGHOWL / Series Howl and Other Poems

10/11/2019

First Edition Howl and Other Poems

$38.00

$19,000

Purchase Option Agreement

3/6/2020

3/11/2020

Closed

$810

500

• Purchase Option Agreement to acquire Underlying Asset for $15,500 entered on 7/30/2019
• Down-payment of $2,300 on 8/9/2019 and final payment of $13,200 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $19,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 

#ROOSEVELT / Series African Game Trails

10/11/2019

First Edition African Game Trails

$19.50

$19,500

Purchase Option Agreement

3/6/2020

3/10/2020

Closed

$1,008

1,000

• Purchase Option Agreement to acquire Underlying Asset for $17,000 entered on 7/30/2019
• Down-payment of $2,550 on 8/9/2019 and final payment of $14,450 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $19,500 Offering closed on 3/10/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


29


#ULYSSES / Series Ulysses

10/11/2019

1935 First Edition Ulysses

$51.00

$25,500

Purchase Option Agreement

3/6/2020

3/10/2020

Closed

$695

500

• Purchase Option Agreement to acquire Underlying Asset for $22,000 entered on 7/30/2019
• Down-payment of $3,400 on 8/9/2019 and final payment of $18,600 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $25,500 Offering closed on 3/10/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


30


#98JORDAN / Series Michael Jordan Jersey

10/11/2019

1998 Michael Jordan Jersey

$64.00

$128,000

Purchase Option Agreement

3/9/2020

3/22/2020

Sold

$4,160

2,000

• Purchase Option Agreement to acquire Underlying Asset for $120,000 entered on 4/26/2019
• Down-payment of $60,000 on 5/2/2019 and final payment of $60,000 on 07/1/2019 were made and financed through non-interest-bearing payments from the Manager
• $128,000 Offering closed on 3/22/2020 and payments made by the Manager and other Obligations were paid through the proceeds

• $165,000 acquisition offer for 1998 Michael Jordan Jersey accepted on 05/11/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)

05/14/2020

#18ZION / Series Zion Williamson 2018 Sneakers

11/1/2019

2018 Zion Williamson Adidas James Harden Sneakers

$30.00

$15,000

Upfront Purchase

3/27/2020

4/2/2020

Closed

$200

500

• Acquired Underlying Asset for $13,500 on 10/17/2019 financed through a non-interest-bearing payment from the Manager
• $15,000 Offering closed on 4/2/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


31


#SNOOPY / Series 2015 Omega Speedmaster "Silver Snoopy"

11/27/2019

2015 Omega Speedmaster Moonwatch

$12.75

$25,500

Upfront Purchase

4/2/2020

4/7/2020

Closed

($55)

2,000

• Acquired Underlying Asset for $24,000 on 10/29/2019 financed through a non-interest-bearing payment from the Manager
• $25,500 Offering closed on 4/7/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 

#APOLLO11 / Series New York Times Apollo 11

11/1/2019

Apollo 11  Crew-Signed New York Times Cover

$32.00

$32,000

Upfront Purchase

4/8/2020

4/19/2020

Closed

$130

1,000

• Acquired Underlying Asset for $30,000 on 10/17/2019 financed through a non-interest-bearing payment from the Manager
• $32,000 Offering closed on 4/19/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


32


#24RUTHBAT / Series 1924 Babe Ruth Bat

12/18/2019

1924 George "Babe" Ruth Professional Model Bat

$85.00

$255,000

Purchase Agreement

4/10/2020

5/3/2020

Closed

($513)

3,000

• Purchase Agreement to acquire the Underlying Asset for $250,000 entered on 11/21/2019 with expiration on 2/19/2020
• Down-payment of $50,000 on 11/26/2019 and additional payment of $50,000 on 1/24/2020 were made and financed through a non-interest-bearing payment from the Manager
• $255,000 Offering closed on 5/3/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 

#YOKO / Series Grapefruit

10/11/2019

First Edition Grapefruit

$80.00

$16,000

Purchase Option Agreement

4/29/2020

5/11/2020

Closed

$840

200

• Purchase Option Agreement to acquire Underlying Asset for $12,500 entered on 7/30/2019
• Down-payment of $1,800 on 8/9/2019 and final payment of $10,700 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $16,000 Offering closed on 5/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 


33


#86JORDAN / Series 1986 Fleer Michael Jordan Card

4/30/2020

1986 Fleer #57 Michael Jordan Card

$40.00

$40,000

Upfront Purchase

5/6/2020

5/13/2020

Closed

$600

1,000

• Acquired Underlying Asset for $38,000 on 2/21/2020 financed through a non-interest-bearing payment from the Manager
• $40,000 Offering closed on 5/13/2020 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

 

#SUPER21 / Series Superman #21

4/30/2020

1943 Superman #21 CGC VF/NM 9.0 comic book

$1.00

$6,800

$8,500

Purchase Option Agreement

5/7/2020

Q2 2020 or Q3 2020

Open

$615

6,800

8,500

• Purchase Option Agreement to acquire Underlying Asset for $7,000 entered on 3/16/2020
• Down-payment of $1,400 on 3/20/2020 and final payment of $5,600 on 04/03/2020 were made and financed through non-interest-bearing payments from the Manager

 

#RUTHBALL1 / Series 1934-39 Babe Ruth Ball

4/30/2020

1934-39 Official American League Babe Ruth Single Signed Baseball

$14.50

$23,200

$29,000

Purchase Agreement

5/8/2020

Q2 2020 or Q3 2020

Open

$510

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $27,000 entered on 02/05/2020 with expiration on 04/30/2020
• Down-payment of $5,019 on 2/7/2020, additional payment of $8,432  on 2/28/2020 and final payment of $13,549 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 


34


#HULK1 / Series 1962 The Incredible Hulk #1

4/30/2020

1962 The Incredible Hulk #1 CGC VF 8.0

$44.50

$71,200

$89,000

Purchase Agreement

05/12/2020

Q2 2020 or Q3 2020

Open

$143

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $87,000 entered on 02/05/2020 with expiration on 04/30/2020
• Down-payment of $16,173 on 2/7/2020, additional payment of $27,170 on 2/28/2020 and final payment of $43,657 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 

#HIMALAYA / Series Hermès Himalaya Birkin Bag

12/18/2019

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware

$70.00

$112,000

$140,000

Purchase Option Agreement

05/19/2020

Q2 2020 or Q3 2020

Open

$6,300

1,600

2,000

• Purchase Option Agreement to acquire Underlying Asset for $130,000 entered on 11/20/2019
• Down-payment of $32,500 on 11/26/2019 and final payment of $97,500 on 1/7/2020 were made and financed through non-interest-bearing payments from the Manager

 

#APEOD / Series Audemars Piguet "End of Days"

11/1/2019

Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01

$62.00

$24,800

$31,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$940

400

500

• Acquired Underlying Asset for $28,000 on 10/18/2019 financed through a non-interest-bearing payment from the Manager

 

#15PTKWT / Series Patek Philippe World Time

11/1/2019

Patek Philippe Complications World Time Ref. 5131R-001

$108.00

$86,400

$108,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

($140)

800

1,000

• Purchase Option Agreement to acquire Underlying Asset for $105,000 entered on 10/18/2019 with expiration on 12/18/2019

 


35


#BOND1 / Series Casino Royale

4/30/2020

1953 First Edition, First Issue Casino Royale

$39.00

$31,200

$39,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$510

800

1,000

• Acquired Underlying Asset for $37,000 on 1/16/2020 financed through a non-interest-bearing payment from the Manager

 

#CATCHER / Series The Catcher in the Rye

4/30/2020

1951 First Edition, First Issue The Catcher in the Rye

$25.00

$10,000

$12,500

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$25

400

500

• Acquired Underlying Asset for $11,500 on 1/17/2020 financed through a non-interest-bearing payment from the Manager

 

#LOTR / Series The Lord of the Rings Trilogy

4/30/2020

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

$29.00

$23,200

$29,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$10

800

1,000

• Acquired Underlying Asset for $27,500 on 1/17/2020 financed through a non-interest-bearing payment from the Manager

 

#AMZFNT15 / Series 1962 Amazing Fantasy #15

4/30/2020

1962 Amazing Fantasy #15 CGC VG+ 4.5

$65.00

$26,000

$32,500

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$575

400

500

• Purchase Agreement to acquire the Underlying Asset for $30,500 entered on 02/05/2020 with expiration on 04/30/2020
• Down-payment of $5,670 on 2/7/2020, additional payment of $9,525 on 2/28/2020 and final payment of $15,305 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 


36


#BATMAN1 / Series 1940 Batman #1

4/30/2020

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

$71.00

$56,800

$71,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$658

800

1,000

• Purchase Agreement to acquire the Underlying Asset for $68,500 entered on 02/05/2020 with expiration on 04/30/2020
• Down-payment of $12,734 on 2/7/2020, additional payment of $21,393 on 2/28/2020 and final payment of $34,373 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 

#55CLEMENTE / Series 1955 Topps Roberto Clemente Card

4/30/2020

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

$38.00

$30,400

$38,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$520

800

1,000

• Purchase Agreement to acquire the Underlying Asset for $36,000 entered on 02/05/2020 with expiration on 04/30/2020
• Down-payment of $6,692 on 2/7/2020, additional payment of $11,243 on 2/28/2020 and final payment of $18,065 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 


37


#38DIMAGGIO / Series 1938 Goudey Joe DiMaggio Card

4/30/2020

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

$22.00

$17,600

$22,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$680

800

1,000

• Purchase Agreement to acquire the Underlying Asset for $20,000 entered on 02/05/2020 with expiration on 04/30/2020
• Down-payment of $3,718 on 2/7/2020, additional payment of $6,246 on 2/27/2020 and final payment of $10,036 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 

#GMTBLACK1 / Series Rolex GMT-Master ref. 16758

4/30/2020

Rolex 18k Yellow Gold GMT-Master ref. 16758

$28.00

$22,400

$28,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$1,520

800

1,000

• Acquired Underlying Asset for $25,000 on 2/21/2020 financed through a non-interest-bearing payment from the Manager

 

#SHKSPR4 / Series 1685 Shakespeare Fourth Folio

4/30/2020

1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies

$115.00

$92,000

$115,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$7,288

800

1,000

• Purchase Agreement to acquire Underlying Asset for $105,000 entered on 2/20/2020
• Down-payment of $52,500 on 2/23/2020 and final payment of $52,500 on 3/9/2020 were made and financed through non-interest-bearing payments from the Manager

 

#50JACKIE / Series 1950 Jackie Robinson Card

4/30/2020

1950 Bowman #22  Jackie Robinson Card

$1.00

$8,000

$10,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$100

8,000

10,000

• Acquired Underlying Asset for $9,200 on 3/8/2020 financed through a non-interest-bearing payment from the Manager

 


38


#POKEMON1 / Series 1999 Pokémon First Edition Set

4/30/2020

1999 Pokemon First Edition PSA GEM MT 10 Complete Set

$25.00

$100,000

$125,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$4,213

4,000

5,000

• Acquired Underlying Asset for $118,000 on 3/8/2020 financed through a non-interest-bearing payment from the Manager

 

#FANFOUR1 / Series 1961 Fantastic Four #1

4/30/2020

1961 Fantastic Four #1 CGC VF+ 8.5 comic book

$52.50

$84,000

$105,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$2,563

1,600

2,000

• Purchase Option Agreement to acquire Underlying Asset for $100,000 entered on 3/3/2020
• Acquired Underlying Asset for $100,000 on 3/5/2020 financed through a non-interest-bearing payment from the Manager

 

#CHURCHILL / Series Second World War

4/30/2020

First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill

$1.00

$6,000

$7,500

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$125

6,000

7,500

• Acquired Underlying Asset for $6,500 on 3/9/2020 financed through a non-interest-bearing payment from the Manager

 

#ANMLFARM / Series Animal Farm

4/30/2020

First Edition, First printing of Animal Farm by George Orwell

$1.00

$8,000

$10,000

Upfront Purchase

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$500

8,000

10,000

• Acquired Underlying Asset for $8,700 on 3/27/2020 financed through a non-interest-bearing payment from the Manager

 


39


#CAPTAIN3 / Series Captain America #3

4/30/2020

1941 Captain America Comics #3 CGC VG/FN 5.0 comic book

$37.00

$29,600

$37,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$530

800

1,000

• Purchase Option Agreement to acquire Underlying Asset for $35,500 entered on 3/16/2020
• Down-payment of $7,100 on 3/20/2020 and final payment of $28,400 on 04/24/2020 were financed through non-interest-bearing payments from the Manager

 

#SOBLACK / Series Hermès So Black Birkin

4/30/2020

2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware

$56.00

$44,800

$56,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$4,240

800

1,000

• Purchase Option Agreement to acquire Underlying Asset for $50,000 entered on 3/30/2020
• Acquired Underlying Asset for $50,000 on 4/3/2020 financed through a non-interest-bearing payment from the Manager

 

#FAUBOURG / Series Hermès Sellier Faubourg Birkin

4/30/2020

2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware

$75.00

$120,000

$150,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$31,675

1,600

2,000

• Purchase Option Agreement to acquire Underlying Asset for $115,000 entered on 3/30/2020

 


40


#BIRKINTAN / Series Hermès Tangerine Ostrich Birkin Bag

4/30/2020

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

$28.00

$22,400

$28,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$1,520

800

1,000

• Purchase Option Agreement to acquire Underlying Asset for $25,000 entered on 3/30/2020

• Acquired Underlying Asset for $25,000 on 5/15/2020 financed through a non-interest-bearing payment from the Manager

 

#56TEDWILL / Series 1956 Ted Williams Jersey

 

1956 Ted Williams Game-Worn Red Sox Home Jersey

$45.00

$72,000

$90,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$7,825

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $80,000 entered on 04/15/2020

 

#03LEBRON / Series 2003-04 UD LeBron James Card

 

2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card

$15.50

$24,800

$31,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$4,590

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $25,000 entered on 04/15/2020

 

#03JORDAN / Series 2003-04 UD Michael Jordan Card

 

2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card

$19.00

$30,400

$38,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$3,520

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $33,000 entered on 04/15/2020

 

#68MAYS / Series 1968 Willie Mays Bat

 

1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat

$19.50

$31,200

$39,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$5,510

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $32,000 entered on 04/15/2020

 


41


#51MANTLE / Series 1951 Bowman Mickey Mantle Card

 

1951 Bowman #253 Mickey Mantle Card

$17.00

$27,200

$34,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$3,060

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $29,500 entered on 04/15/2020

 

#85MARIO / Series 1985 Super Mario Bros.

 

1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+

$50.00

$120,000

$150,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$6,775

2,400

3,000

• Purchase Option Agreement to acquire Underlying Asset for $140,000 entered on 04/22/2020 with expiration on 06/22/2020

• Down-payment of $20,000 on 04/24/2020 was financed through a non-interest bearing payment from the Manager

 

#TKAM / Series To Kill a Mockingbird

 

1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee

$16.00

$25,600

$32,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$1,980

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $28,500 entered on 04/27/2020

• Acquired Underlying Asset for $28,500 on 5/01/2020 financed through a non-interest-bearing payment from the Manager

 

#TMNT1 / Series Teenage Mutant Ninja Turtles #1

 

1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book

$65.00

$52,000

$65,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$4,250

800

1,000

• Purchase Option Agreement to acquire Underlying Asset for $59,000 entered on 04/30/2020 with expiration on 07/30/2020

• Acquired Underlying Asset for $59,000 on 5/01/2020 financed through a non-interest-bearing payment from the Manager

 


42


#LINCOLN / Series 1864 Abraham Lincoln Photo

 

1864 Signed, Vignetted Portrait of Abraham Lincoln

$20.00

$64,000

$80,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$13,900

3,200

4,000

• Purchase Agreement to acquire the Underlying Asset for $64,000 entered on 05/5/2020

• Acquired Underlying Asset for $64,000 on 5/08/2020 financed through a non-interest-bearing payment from the Manager

 

#61JFK / Series Inaugural Addresses

 

1961 inscribed copy of Inaugural Addresses of the Presidents of the United States

$11.50

$18,400

$23,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$5,520

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $16,250 entered on 05/11/2020

• Acquired Underlying Asset for $16,250 on 5/08/2020 financed through a non-interest-bearing payment from the Manager

 

#GATSBY / Series The Great Gatsby

 

inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald

$50.00

$160,000

$200,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$10,800

3,200

4,000

• Purchase Option Agreement to acquire Underlying Asset for $185,000 entered on 05/11/2020 with expiration on 10/11/2020

• Acquired Underlying Asset for $185,000 on 5/12/2020 financed through a non-interest-bearing payment from the Manager

 


43


#NEWTON / Series Principia

 

1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton

$68.75

$220,000

$275,000

Purchase Option Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$14,488

3,200

4,000

• Purchase Option Agreement to acquire Underlying Asset for $255,000 entered on 05/11/2020 with expiration on 10/11/2020

• Down-payment of $40,000 on 05/12/2020 was financed through a non-interest bearing payment from the Manager

 

#BATMAN6 / Series Batman  #6

 

1941 Batman #6 CGC NM 9.4 comic book

$13.50

$21,600

$27,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$2,330

1,600

2,000

• Purchase Agreement to acquire the Underlying Asset for $23,500 entered on 05/18/2020

• Acquired Underlying Asset for $23,500 on 5/22/2020 financed through a non-interest-bearing payment from the Manager

 

#STARWARS1 / Series Star Wars #1

 

1977 Star Wars #1 CGC VF/NM 9.0 comic book

$1.00

$9,600

$12,000

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$980

9,600

12,000

• Purchase Agreement to acquire the Underlying Asset for $10,000 entered on 05/18/2020

• Acquired Underlying Asset for $10,000 on 5/22/2020 financed through a non-interest-bearing payment from the Manager

 

#DAREDEV1 / Series Daredevil #1

 

1964 Daredevil #1 CGC VF/NM 9.0 comic book

$1.00

$9,200

$11,500

Purchase Agreement

Q2 2020 or Q3 2020

Q2 2020 or Q3 2020

Upcoming

$985

9,200

11,500

• Purchase Agreement to acquire the Underlying Asset for $9,500 entered on 05/18/2020

• Acquired Underlying Asset for $9,500 on 5/22/2020 financed through a non-interest-bearing payment from the Manager

 

Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.


44


(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented. 

(2)Interests sold in Series is limited to 2,000 “qualified purchasers” with a maximum of 500 non- “accredited investors”. 

(3)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering. 

(4)Represents most recent Trading Window for Series as of the date of this filing. Blank cells indicate that no Trading Window for Series has yet occurred as of the date of this filing. 


45


USE OF PROCEEDS – Series #56TEDWILL

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #56TEDWILL Asset Cost (1)

$80,000

88.89%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.33%

Brokerage Fee

$900

1.00%

Offering Expenses (2)

$675

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.11%

Marketing Materials

$200

0.22%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$7,825

8.69%

Total Fees and Expenses

$9,700

10.78%

Total Proceeds

$90,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.60 hereto.


42


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

4/15/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$80,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

Member of the Advisory Board of the Company

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


43


 

DESCRIPTION OF SERIES 1956 TED WILLIAMS JERSEY

Investment Overview

 

Upon completion of the Series #56TEDWILL Offering, Series #56TEDWILL will purchase a 1956 Ted Williams Game-Worn Red Sox Home Jersey as the Underlying Asset for Series #56TEDWILL (The “Series 1956 Ted Williams Jersey” or the “Underlying Asset” with respect to Series #56TEDWILL, as applicable), the specifications of which are set forth below. 

Ted Williams was a left fielder for the Boston Red Sox from 1939 to 1960 and is regarded as one of the greatest hitters in baseball history. 

His career stats include a .344 batting average, 521 home runs, and a .482 on-base percentage, the highest of all time.  

Williams was a nineteen-time All-Star, two-time recipient of the American League Most Valuable Player Award, a six-time American League batting champion, and a two-time Triple Crown winner.   

In 1966 Williams was inducted into the Baseball Hall of Fame, and in 1991 President George H. W. Bush presented Williams with the Presidential Medal of Freedom, the highest civilian honor bestowed by the United States government.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a game-used home jersey worn by Williams during the 1956 season with the Boston Red Sox. Williams hit 24 home runs in 1956, had an on-base percentage of .479, and was selected as an MLB All-Star.  

The Underlying Asset has been authenticated by Memorabilia Evaluation and Research Services (MEARS), an industry-leading authentication service used by auction houses and collectors across the globe.  

MEARS has issued a Letter of Authenticity for the Underlying Asset and given a grade of MEARS A7. 

 

Notable Features

 

The Underlying Asset features the team name, “Red Sox,” in red and navy Old English font across the chest and the number “9” on the verso.  

The lower left tail holds the proper “Tim McAuliffe Inc.” manufacturer’s label above the chain-stitching reading “56, 46, 2 in, 9” sewn directly into the jersey body.  

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its age and condition grade from MEARS. 


44


Details

 

Series 1956 Ted Williams Jersey

Sport

Baseball

Professional League

Major League Baseball (MLB)

Team

Boston Red Sox

Player / Number

Ted Williams / 9

Year / Season

1956

Memorabilia Type

Game-Worn Jersey

Jersey Type

Home

Primary Color

White

Secondary Color

Red

Manufacturer

Tim McAuliffe, Inc.

Authentication

MEARS

Grade

A7

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1956 Ted Williams Jersey going forward.


45


 

USE OF PROCEEDS – Series #03LEBRON

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #03LEBRON Asset Cost (1)

$25,000

80.65%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.97%

Brokerage Fee

$310

1.00%

Offering Expenses (2)

$500

1.61%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.32%

Marketing Materials

$200

0.65%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$4,590

14.81%

Total Fees and Expenses

$5,700

18.39%

Total Proceeds

$31,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.61 hereto.


46


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

4/15/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$25,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

Member of the Advisory Board of the Company

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


47


 

DESCRIPTION OF SERIES 2003-04 UD LEBRON JAMES CARD

Investment Overview

 

Upon completion of the Series #03LEBRON Offering, Series #03LEBRON will purchase a 2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card as the Underlying Asset for Series #03LEBRON (The “Series 2003-04 UD LeBron James Card” or the “Underlying Asset” with respect to Series #03LEBRON, as applicable), the specifications of which are set forth below. 

The Upper Deck Company, LLC., is a private company founded in 1988 that specializes in the production of trading cards.  

LeBron James is a professional basketball player who has won three NBA championships, four NBA Most Valuable Player Awards (MVP), three Finals MVP awards, two Olympic gold medals, and is widely considered to be one of the greatest players in NBA history. 

LeBron joined the Cleveland Cavaliers in 2003 as the first overall draft pick and was named the 2003-04 NBA Rookie of the Year.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 2003-04 Upper Deck “Exquisite Collection” Patches Autographs #LJ LeBron James Signed Rookie Card.  

The Underlying Asset is a part of a limited-edition issue and numbered “007/100”. 

The Underlying Asset has been authenticated by Beckett Grading Services (BGS) and issued certification number #0011876312.  The card is encased in a protective holder with this authentication number and the condition grade NM-MT 8 clearly displayed. 

 

Notable Features

 

The Underlying Asset’s BGS condition report: Centering: 9.5, Corners: 8, Edges: 7, and Surface: 9. 

The face of the card features a picture of LeBron James in the Cleveland Cavaliers uniform, holding a basketball. The face of the card also features embossed silver text that reads: “EXQUISITE PATCHES,” the player’s name, “cavaliers,” the Upper Deck Logo, “EXQUISITE COLLECTION,” and the serial number, “007/100.” 

The face of the card features a piece of a game-used Lebron James jersey. 

The Underlying Asset features LeBron James’ signature in blue marker on a white background.  

The entire card is encased in a protective holder, with the authentication label from BGS clearly featured across the top of the protective case. 

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its condition grade from BGS. 


48


Details

 

Series 2003-04 UD Lebron James Card

Sport

Basketball

Professional League

National Basketball Association (NBA)

Player / Number

LeBron James   

Team

Cleveland Cavaliers / 23

Year / Season

2003-04

Memorabilia Type

Trading Card

Manufacturer

The Upper Deck Company, LLC.

Issue

2003-04 Exquisite Collection

Rarity

1/100

Signature

“LeBron James”

Authentication

Beckett Grading Services (BGS)

Grade

NM-MT 8

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2003-04 UD Lebron James Card going forward.


49


 

USE OF PROCEEDS – Series #03JORDAN

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #03JORDAN Asset Cost (1)

$33,000

86.84%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.79%

Brokerage Fee

$380

1.00%

Offering Expenses (2)

$500

1.32%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.26%

Marketing Materials

$200

0.53%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$3,520

9.26%

Total Fees and Expenses

$4,700

12.37%

Total Proceeds

$38,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.62 hereto.


50


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

4/15/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$33,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

Member of the Advisory Board of the Company

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


51


 

DESCRIPTION OF SERIES 2003-04 UD MICHAEL JORDAN CARD

Investment Overview

 

Upon completion of the Series #03JORDAN Offering, Series #03JORDAN will purchase a 2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card as the Underlying Asset for Series #03JORDAN (The “Series 2003-04 UD Michael Jordan Card” or the “Underlying Asset” with respect to Series #03JORDAN, as applicable), the specifications of which are set forth below. 

The Upper Deck Company, LLC., is a private company founded in 1988 that specializes in the production of trading cards.  

Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season during which time he led the Bulls to three NBA Championships, when he retired for the first time to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards, until the end of his NBA career, from 2001 to 2003. 

Michael Jordan had a career average of 30.1 points per game, setting an NBA record that still stands today.  

During Michael Jordan’s career, he won six NBA championships (tied for ninth in NBA history) and was awarded five Most Valuable Player awards (tied for second in NBA history). 

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 2003-04 Upper Deck “Exquisite Collection” Patches Autographs #MJ Michael Jordan Signed Card from his final season in the NBA.  

The Underlying Asset is a part of a limited-edition issue and numbered “068/100”. 

The Underlying Asset has been authenticated by Beckett Grading Services (BGS) and issued certification number #0011876125.  The card is encased in a protective holder with this authentication number and the condition grade GEM MINT 9.5 clearly displayed. 

 

Notable Features

 

The Underlying Asset’s BGS condition report: Centering: 9.5, Corners: 9, Edges: 9.5, and Surface: 10. 

The face of the card features a picture of Michael Jordan in a Chicago Bulls uniform, holding a basketball over chest-height in his right hand over a blurry crowd. The face of the card also features embossed silver text that reads: “EXQUISITE PATCHES,” the player’s name, “bulls,” the Upper Deck Logo, “EXQUISITE COLLECTION,” and the serial number, “068/100.” The entire face of the card is surrounded by a white border. 

The face of the card features a piece of a game-used jersey worn by Michael Jordan. 

The Underlying Asset features Michael Jordan’s signature in blue marker on the right side of the face of the card. The signature is over a white background.  

The entire card is encased in a protective holder, with the authentication label from BGS across the top of the protective case. 

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its condition grade from BGS. 


52


Details

 

Series 2003-04 UD Michael Jordan Card

Sport

Basketball

Professional League

National Basketball Association (NBA)

Player / Number

Michael Jordan / 23   

Team

Chicago Bulls  

Year / Season

2003-04

Memorabilia Type

Trading Card

Manufacturer

The Upper Deck Company, LLC.

Issue

2003-04 Exquisite Collection

Rarity

1 of 100

Inscription

“Michael Jordan”

Authentication

Beckett Grading Services (BGS)

Grade

GEM MINT 9.5

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2003-04 UD Michael Jordan Card going forward.


53


 

USE OF PROCEEDS – Series #68MAYS

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #68MAYS Asset Cost (1)

$32,000

82.05%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.77%

Brokerage Fee

$390

1.00%

Offering Expenses (2)

$500

1.28%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.26%

Marketing Materials

$200

0.51%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$5,510

14.13%

Total Fees and Expenses

$6,700

17.18%

Total Proceeds

$39,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.63 hereto.


54


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

4/15/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$32,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

Member of the Advisory Board of the Company

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


55


 

DESCRIPTION OF SERIES 1968 WILLIE MAYS BAT

Investment Overview

 

Upon completion of the Series #68MAYS Offering, Series #68MAYS will purchase a 1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat as the Underlying Asset for Series #68MAYS (The “Series 1968 Willie Mays Bat” or the “Underlying Asset” with respect to Series #68MAYS, as applicable), the specifications of which are set forth below. 

Willie Mays is a notable figure in baseball history ranked second behind only Babe Ruth on The Sporting News' list of “Baseball's 100 Greatest Players of the Twentieth Century.” 

Mays debuted in 1951 with the New York Giants, leading the team to the 1954 World Series title and claiming two National League Most Valuable Player awards.  

Mays played for the Giants until the 1972 season, when a trade sent the “Say Hey Kid” back to New York to play for the young Mets franchise.  

Mays shares the record for most All-Star Games played with Hank Aaron and Stan Musial at 24 each. 

Mays, at the time of his retirement, ranked third on the all-time home run leaderboard with 660. Additionally, Mays is a member of the vaunted 3,000 hit club and boasts a career .302 batting average. 

In 1979, Mays was inducted into the National Baseball Hall of Fame on his first ballot with 409 of a possible 432 votes. 

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a signed, game-used Adirondack model M63 Willie Mays professional model bat.  

The Underlying Asset was used during the 1968 season. In 1968 Mays hit 23 home runs and received the Golden Glove Award. 

Professional Sports Authenticator (PSA/DNA) had provided a letter of grading and authenticity for the Underlying Asset and issued the bat a grading of PSA/DNA GU 10. 

PSA/DNA did not offer an opinion as to the authenticity of the signature. 

 

Notable Features

 

The Underlying Asset was manufactured by Adirondack and is model number M63.  

The Underlying Asset is signed by Willie Mays in black marker on the front barrel. 

Red and blue bat rack streaks are visible and there is a moderate coat of pine tar on the handle.  

The model number (M63) is stamped into the knob, and Mays’ number (24) is written on the knob in black marker. 

The Underlying Asset is 35¼ inches long, weighs 34.2 ounces., and is made from Ash wood with a flame burned finish.  

 

Notable Defects

 

The bat is un-cracked and shows evidence of outstanding use. Many ball marks and stitch impressions are visible on the right, left and back barrel. Cleat marks are visible on the left barrel.  


56


Details

 

Series 1968 Willie Mays Bat

Sport

Baseball

Professional League

Major League Baseball (MLB)

Player / Number

Willie Mays / 24

Team

San Francisco Giants

Season

1968

Memorabilia Type

Professional Model Bat

Model

M63

Manufacturer

Adirondack

Primary Color

Brown

Length

35¼ inches

Weight

34.2 ounces

Wood

Ash

Finish

Flame Burned

Inscription  

“Willie Mays”

Authentication

PSA/DNA

Grade

Game-Used (GU) 10

Condition

Original, Unaltered

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1968 Willie Mays Bat going forward.


57


 

USE OF PROCEEDS – Series #51MANTLE

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #51MANTLE Asset Cost (1)

$29,500

86.76%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.88%

Brokerage Fee

$340

1.00%

Offering Expenses (2)

$500

1.47%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.29%

Marketing Materials

$200

0.59%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$3,060

9.00%

Total Fees and Expenses

$4,200

12.35%

Total Proceeds

$34,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.64 hereto.


58


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

4/15/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$29,500

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

Member of the Advisory Board of the Company

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


59


 

DESCRIPTION OF SERIES 1951 BOWMAN MICKEY MANTLE CARD

Investment Overview

 

Upon completion of the Series #51MANTLE Offering, Series #51MANTLE will purchase a 1951 Bowman #253 Mickey Mantle Card as the Underlying Asset for Series #51MANTLE (The “Series 1951 Bowman Mickey Mantle Card” or the “Underlying Asset” with respect to Series #51MANTLE, as applicable), the specifications of which are set forth below. 

Bowman Gum Inc. was an American chewing gum company founded in 1927. Bowman was best known for its baseball cards, which were popular in the 1940s, until the brand was acquired by Topps in 1956. 

Mickey Mantle was an American professional baseball player who played for the New York Yankees from 1951 to 1968 as a center fielder and first baseman. Over the course of his career, Mantle was selected to sixteen all-star teams and won the World Series seven times. In addition, Mantle holds the World Series record with eighteen home runs. 

When Mantle retired from baseball in 1968, he held the record for most career home runs as a switch-hitter with 536, a record that still stands today. 

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 1951 Bowman Mickey Mantle trading card in Near Mint condition, with a rating of NM 7 from Sportscard Guaranty (SCG). 

The 1951 Bowman #253 is the first Mickey Mantle rookie card and was printed as part of a 324-card set. 

This example of the #253 Bowman has been authenticated by SGC and issued certification number #3715135.  The card is encased in a protective holder with this authentication number and the condition grade of NM 7 clearly displayed. 

 

Notable Features

 

The Underlying Asset measures 2-1/16” by 3-1/8” and has a horizontal layout. Out of the 324 cards in the 1951 Bowman set, only 39 were printed horizontally. The face of the card features a picture of Mickey Mantle in the New York Yankees uniform, holding a baseball bat over his right shoulder. 

The reverse side of the card was printed vertically and features the text “No. 253 in the 1951 SERIES BASBEALL PICTURE CARDS,” indicating the card’s place in the set, along with a brief biographical description of Mantle and a summary of his game statistics. The company name, Bowman Gum, Inc., is featured across the bottom of the reverse side.  

The card is encased in a protective holder, with the authentication label from SGC clearly featured across the top of the protective case. 

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its condition grade from SGC. 


60


Details

 

Series 1951 Bowman Mickey Mantle Card

Sport

Baseball

Professional League

Major League Baseball (MLB)

Player / Number

Mickey Mantle / 7   

Team

New York Yankees  

Year / Season

1951

Memorabilia Type

Trading Card

Manufacturer

Bowman Gum, Inc.

Issue

1951 Bowman Baseball Picture Cards

Card Number in Set

253

Authentication

Sportscard Guaranty (SCG)

Grade

NM 7

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1951 Bowman Mickey Mantle Card going forward.


61


 

USE OF PROCEEDS – Series #85MARIO

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #85MARIO Asset Cost (1)

$140,000

93.33%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.20%

Brokerage Fee

$1,500

1.00%

Offering Expenses (2)

$1,125

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.07%

Marketing Materials

$200

0.13%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$6,775

4.52%

Total Fees and Expenses

$9,700

6.47%

Total Proceeds

$150,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase option agreement is attached as Exhibit 6.65 hereto.


62


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Option Agreement

Date of Agreement

4/22/2020

Expiration Date of Agreement

6/22/2020

Down-payment Amount

$20,000

Installment 1 Amount

$120,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


63


 

DESCRIPTION OF SERIES 1985 SUPER MARIO BROS.

Investment Overview

 

Upon completion of the Series #85MARIO Offering, Series #85MARIO will purchase a 1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+ as the Underlying Asset for Series #85MARIO (The “Series 1985 Super Mario Bros.” or the “Underlying Asset” with respect to Series #85MARIO, as applicable), the specifications of which are set forth below. 

Nintendo Co, Ltd. Is a Japanese multinational consumer electronics and video game company founded in 1889. Nintendo is one of the world’s largest video game companies by market capitalization and has created some of the top-selling video game franchises of all time.  

The Nintendo Entertainment System (NES) was a home video game console produced by Nintendo. The NES was launched in New York City in October 1985, Los Angeles in February 1986, and the rest of North America in September of 1986.  Nintendo sold $61.9 million NES units worldwide between 1983 and 1995.  

Super Mario Bros. is a platform game developed and published by Nintendo. The successor to the 1983 arcade game, Mario Bros., it was released in North America and Europe in 1985 for the Nintendo Entertainment System. 

The Underlying Asset is a factory-sealed copy of the original NES Super Mario Bros. graded 9.8 A+ by Wata Games.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is one of the original 17 “black box” games released for the NES. 

The Underlying Asset is 1 of only 14 graded copies in existence of the “Hangtab” variant, an early printing of the game whose box featured a hangtab.  

The Underlying Asset is the single highest graded sealed copy of the original 1985 NES Super Mario Bros of the “Sticker-Sealed” or “Hangtab” variants, which were the earliest releases of the game. 

The Underlying Asset has been authenticated by Wata Games and issued a grade of 9.8 A+.  The game is encased in a protective holder with this authentication number and the condition grade clearly displayed. 

 

Notable Features

 

The Underlying Asset is 1 of only 14 graded copies in existence of the “Hangtab” variant, the earliest known mass-produced version of Super Mario Bros. for the NES. 

The Underlying Asset is the third “Hangtab” version (Fifth Print, “NES P SM” Code printed on the back of the box). 

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its condition grade from Wata Games.  


64


Details

 

Series 1985 Super Mario Bros

Game

Super Mario Bros.

System

Nintendo Entertainment System (NES)

Manufacturer

Nintendo Co., Ltd.

Production Year

1987

Box Variant

Hangtab, NES-GP, Code, No NES TM, No Rev-A, Round SOQ   

Rarity

1 of 14 (Hangtab Variant)

Authentication

Wata Games

Grade

9.8 A+

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1985 Super Mario Bros. going forward.


65


 

USE OF PROCEEDS – Series #TKAM

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #TKAM Asset Cost (1)

$28,500

89.06%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.94%

Brokerage Fee

$320

1.00%

Offering Expenses (2)

$500

1.56%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.31%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.31%

Marketing Materials

$200

0.63%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$1,980

6.19%

Total Fees and Expenses

$3,200

10.00%

Total Proceeds

$32,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.66 hereto.


66


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

4/27/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$28,500

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$400

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


67


 

DESCRIPTION OF SERIES TO KILL A MOCKINGBIRD

Investment Overview

 

Upon completion of the Series #TKAM Offering, Series #TKAM will purchase a 1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee as the Underlying Asset for Series #TKAM (The “Series To Kill a Mockingbird” or the “Underlying Asset” with respect to Series #TKAM, as applicable), the specifications of which are set forth below. 

Harper Lee was a Pulitzer-Prize winning American novelist best known for her 1960 novel, “To Kill a Mockingbird”.  

“To Kill a Mockingbird” is Harper Lee’s Pulitzer-Prize winning novel about race and justice in the Depression-era South. As of 2016, “To Kill a Mockingbird” has sold over 40 million copies worldwide and has been translated into 40 languages.  

A 1991 survey conducted by Book of the Month Club and the Library of Congress found that “To Kill a Mockingbird” was rated only behind the Bible in books that are “most often cited as making a difference.”  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is an inscribed First Edition copy of “To Kill a Mockingbird” by Harper Lee.  

The Underlying Asset is 1 of ~5,000 First Edition copies printed by J.B. Lippincott Company in 1960.  

The Underlying Asset is inscribed to Doris Thompson, co-owner of The Francis Key Scott Bookshop in Washington, DC from Harper Lee.  

The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist.  

 

Notable Features

 

The Underlying Asset is hardcovered and in Octavo format. 

The Underlying Asset is inscribed, “To Doris, with my affection and gratitude and love and gratitude and gratitude! Nelle / November 17, 1960” in blue pen on the front free endpaper 

The Underlying Asset comes bound in the original cloth and first print jacket.  

 

Notable Defects

 

The Underlying Asset is in unrestored condition. 

The Underlying Asset shows wear on the lower right portion of the dust jacket  


68


Details

 

Series To Kill a Mockingbird

Title

To Kill a Mockingbird

Author(s)

Harper Lee

Publisher

J.B. Lippincott Company

Publication Date

1960

Binding

Hardcover

Book Condition

Unrestored

Edition

First Edition

Rarity

1 of ~5,000 (First Edition copies)

Inscription or Note

Harper Lee

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series To Kill a Mockingbird going forward.


69


 

USE OF PROCEEDS – Series #TMNT1

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #TMNT1 Asset Cost (1)

$59,000

90.77%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.46%

Brokerage Fee

$650

1.00%

Offering Expenses (2)

$500

0.77%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.15%

Marketing Materials

$200

0.31%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$4,250

6.54%

Total Fees and Expenses

$5,700

8.77%

Total Proceeds

$65,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase option agreement is attached as Exhibit 6.67 hereto.


70


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Option Agreement

Date of Agreement

4/30/2020

Expiration Date of Agreement

7/30/2020

Down-payment Amount

$0

Installment 1 Amount

$59,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


71


 

DESCRIPTION OF SERIES TEENAGE MUTANT NINJA TURTLES #1

Investment Overview

 

Upon completion of the Series #TMNT1 Offering, #TMNT1 will purchase a 1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book as the Underlying Asset for Series #TMNT1 (the “Series Teenage Mutant Ninja Turtles #1” or the “Underlying Asset” with respect to Series #TMNT1, as applicable), the specifications of which are set forth below. 

The Teenage Mutant Ninja Turtles (TMNT) franchise, which features four fictional anthropomorphic turtles named after Italian Renaissance artists, first debuted as a comic book published by Mirage Studios in 1984. Since then, the TMNT franchise grew to worldwide fame and was used as the basis for multiple television shows, feature films, merchandise lines, video games, and theme parks.  

Teenage Mutant Ninja Turtles #1 is the first title in the self-titled comic book series.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 1984 Teenage Mutant Ninja Turtles #1 comic book with a CGC grade of VF/NM 9.8. 

The Underlying Asset is in the top 3.5% of CGC graded copies of 1984 Teenage Mutant Ninja Turtles #1, with no copies known to exist with a higher grade. 

The Underlying Asset is 1 of 3,000 copies of the original printing, and 1 of 27 with a CGC grade of VF/NM 9.8.  

 

Notable Features

 

The Underlying Asset features the origin stories and first appearances of the Teenage Mutant Ninja Turtles of Splinter, as well as the first appearances of Shredder and Foot Clan.  

The cover of the Underlying Asset features a black and red drawing of the four turtles standing on the top of a stone building.  

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its age and condition grade from CGC. 


72


Details

 

Series Teenage Mutant Ninja Turtles #1

Title

Teenage Mutant Ninja Turtles #1

Publisher

Mirage Studios

Store Date

April 30, 1984

Editing

Kevin Eastman, Peter Laird

Script

Kevin Eastman, Peter Laird

Pencils

Kevin Eastman

Inks

Kevin Eastman

Letters

Kevin Eastman, Peter Laird

Authentication

CGC

Grade

VF/NM 9.8

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Teenage Mutant Ninja Turtles #1 going forward.


73


 

USE OF PROCEEDS – Series #LINCOLN

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #LINCOLN Asset Cost (1)

$64,000

80.00%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.38%

Brokerage Fee

$800

1.00%

Offering Expenses (2)

$600

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.13%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.13%

Marketing Materials

$200

0.25%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$13,900

17.38%

Total Fees and Expenses

$15,700

19.63%

Total Proceeds

$80,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.68 hereto.


74


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

5/5/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$64,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$400

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


75


 

DESCRIPTION OF SERIES 1864 ABRAHAM LINCOLN PHOTO

Investment Overview

 

Upon completion of the Series #LINCOLN Offering, Series #LINCOLN will purchase an 1864 Signed, Vignetted Portrait of Abraham Lincoln as the Underlying Asset for Series #LINCOLN (The “Series 1864 Abraham Lincoln Photo” or the “Underlying Asset” with respect to Series #LINCOLN, as applicable), the specifications of which are set forth below. 

Abraham Lincoln was the 16th President of the United States. Lincoln led the nation through the American Civil War, preserved the Union, abolished slavery, strengthened the federal government and modernized the U.S. economy. Lincoln was famously assassinated in 1865 at age 56 by John Wilkes Booth.  

Matthew Brady, born in 1822, was one of the earliest photographers in American history. Brady opened his studio in New York in 1844 and famously photographed Andrew Jackson, John Quincy Adams and Abraham Lincoln, among other public figures.  

The Underlying Asset is a signed, vignette portrait of Abraham Lincoln from a negative originally taken by Mathew Brady on Friday Jan. 8, 1864.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is from a negative originally taken by Matthew Brady on January 8, 1964. 

The Underlying Asset descended directly through the family of Robert Todd Beckwith, the last male descendant of Abraham Lincoln. 

The image in the Underlying Asset is numbered O-87 in Lloyd Ostendorf’s inventory of known photographs of Lincoln. 

The Underlying Asset is accompanied by a Statement of Provenance from Cowan’s Auctions, an Opinion of Authenticity by History In Ink, LLC, and a notarized Statement of Authenticity from Daniel R. Weinberg of the Abraham Lincoln Book Shop, Inc. 

 

Notable Features

 

The Underlying Asset is signed “A Lincoln” along the bottom edge and shows remnants of Brady’s imprint on the verso. 

The Underlying Asset shows even toning to the albumen photograph.  

Lincoln said of this particular portrait, “I don't know that I have any favorite portrait of myself; but I have thought that if I looked like any of the likenesses of me that have been taken, I look most like that one.” 

 

Notable Defects

 

The Underlying Asset has 3 clipped corners and shows paper loss on the mount along the lower margin, and to the verso of the carte de visite.  

The Underlying Asset has most of the Brady backmark removed.  

The Underlying Asset shows a pencil notation on the recto along the bottom edge of the mount, as well as a pencil notation on the verso along the left edge.  


76


Details

 

Series 1864 Abraham Lincoln Photo

Memorabilia Type

Signed Photograph

Subject

Abraham Lincoln

Photographer

Matthew Brady

Photograph Date

January 8, 1864

Inscription

Abraham Lincoln, “A Lincoln”

Provenance

Abraham Lincoln and Mary Todd Lincoln

Authentication

Cowan’s Auctions, History In Ink, Abraham Lincoln Book Shop

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1864 Abraham Lincoln Photo going forward.


77


 

USE OF PROCEEDS – Series #61JFK

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #61JFK Asset Cost (1)

$16,250

70.65%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$100

0.43%

Brokerage Fee

$230

1.00%

Offering Expenses (2)

$500

2.17%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.43%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.43%

Marketing Materials

$200

0.87%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$5,520

24.00%

Total Fees and Expenses

$6,650

28.91%

Total Proceeds

$23,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.69 hereto.


78


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

5/5/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$16,250

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$400

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


79


 

DESCRIPTION OF SERIES INAUGURAL ADDRESSES

Investment Overview

 

Upon completion of the Series #61JFK Offering, Series #61JFK will purchase a 1961 inscribed copy of Inaugural Addresses of the Presidents of the United States as the Underlying Asset for Series #61JFK (The “Series Inaugural Addresses” or the “Underlying Asset” with respect to Series #61JFK, as applicable), the specifications of which are set forth below. 

John Fitzgerald Kennedy served as the 35th President of the United States from January 1961 to November 1963. On November 22, 1963, Kennedy was assassinated in Dallas, Texas.  

Jacqueline Lee Kennedy Onassis, née Bouvier, married John F. Kennedy in 1953 after a career working for the Washington Times-Herald. Jacqueline was known for her highly publicized restoration of the White House and her status as a cultural icon. 

The Underlying Asset is a deluxe limited-edition copy of “Inaugural Addresses of the Presidents of the United States; From George Washington 1789 to John F. Kennedy 1961” inscribed by First Lady Jackie Kennedy to William Walton just one month after the death of President John F. Kennedy.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is one of 85 specially bound copies, each of which featured the recipient’s initials tooled in gold on the front cover. 

The Underlying Asset is inscribed by Jackie Kennedy to William Walton, an American journalist, abstract expressionist painter, and confidant of the Kennedy family. Walton chaired the U.S. Commission of Fine Arts from 1963 to 1971.  

The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist.  

 

Notable Features

 

The Underlying Asset is hardcovered and in Octavo format. 

The Underlying Asset is inscribed, “For Bill, Jack was going to give you this for Christmas. Please accept it now from me. With my love, for all you did for Jack. December 1963, Jackie”. 

The Underlying Asset comes bound in brown leather with a gilt title, gilt presidential seal on the front, and gilt decorations on the spine.  

The Underlying Asset features the recipient’s initials, “W.W.” in gold on the front cover.  

 

Notable Defects

 

The Underlying Asset is an unrestored association copy in excellent condition. 

The Underlying Asset has minor toning to the spine. 


80


Details

 

Series Inaugural Addresses

Title

Inaugural Addresses of the Presidents of the United States

Publisher

United States Government Printing Office

Publication Date

1961

Binding

Hardcover

Book Condition

Excellent

Edition

Deluxe Limited Edition

Rarity

1 of 85 (Specially Bound)

Inscription or Note

Signed by Jackie Kennedy, and inscribed: “For Bill, Jack was going to give you this for Christmas. Please accept it now from me. With my love, for all you did for Jack. December 1963, Jackie”

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Inaugural Addresses going forward.


81


 

USE OF PROCEEDS – Series #GATSBY

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #GATSBY Asset Cost (1)

$185,000

92.50%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.15%

Brokerage Fee

$2,000

1.00%

Offering Expenses (2)

$1,500

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.05%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.05%

Marketing Materials

$200

0.10%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$10,800

5.40%

Total Fees and Expenses

$14,700

7.35%

Total Proceeds

$200,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase option agreement is attached as Exhibit 6.70 hereto.


82


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Option Agreement

Date of Agreement

5/11/2020

Expiration Date of Agreement

10/11/2020

Down-payment Amount

$0

Installment 1 Amount

$185,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$400

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


83


 

DESCRIPTION OF SERIES THE GREAT GATSBY

Investment Overview

 

Upon completion of the Series #GATSBY Offering, Series #GATSBY will purchase an inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald as the underlying asset for Series #GATSBY (The “Series The Great Gatsby” or the “Underlying Asset” with respect to Series #GATSBY, as applicable), the specifications of which are set forth below.  

F. Scott Fitzgerald, born in 1896, was an American essayist, novelist, screenwriter and short-story writer. Widely considered one of the great American writers of the 20th century, Fitzgerald only received critical and popular acclaim after his death in 1940. 

The Great Gatsby is a novel by F. Scott Fizgerald that explores themes of decadence and social upheaval in the Roaring 20’s. When it was first published in 1925, the book received mixed reviews and only sold about 20,000 copies. The novel experienced a revival during World War II and became a part of American high school curricula and the basis for numerous stage and film adaptions in the following decades.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is an inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald in the second printing of the dust jacket.  

The Underlying Asset is inscribed to Henry Tatnall Brown, Jr., who was a banker, former Dean of Haverford College, and noted book collector. 

The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist.  

 

Notable Features

 

The Underlying Asset is in Octavo format.  

The Underlying Asset is bound in the publisher's original dark bluish-green textured cloth, with its spine lettered in gilt, and front board lettered in blind. 

The Underlying Asset is in its original second-state dust jacket, designed by Francis Cugat, with the "J" of "Jay Gatsby" correctly capitalized.  

The Underlying Asset is signed by the author, F. Scott Fitzgerald, and inscribed on the front-free endpaper: “For Tatnall Brown / from one, who / is flattered at / being remembered / F. Scott Fitzgerald / Hollywood, 1939.” 

 

Notable Defects

 

The Underlying Asset is in unrestored condition. 

The Underlying Asset shows a gently leaning spine, softly pushed crown, and some light wear to its spine ends.  


84


Details

 

Series The Great Gatsby

Title

The Great Gatsby

Author(s)

F. Scott Fitzgerald

Publisher

Charles Scribner’s Sons

Publication Date

1925

Binding

Hardcover

Book Condition

Unrestored, Near Fine  

Edition

First Edition, First Issue

Inscriptions or Note

Signed by F. Scott Fitzgerald, and Inscribed “For Tatnall Brown / from one, who / is flattered at / being remembered / F. Scott Fitzgerald / Hollywood, 1939.”

 

Description

The company treats Memorabilia as collectible assets as collectible and therefore will not depreciate or amortize the Series The Great Gatsby going forward.


85


 

USE OF PROCEEDS – Series #NEWTON

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #NEWTON Asset Cost (1)

$255,000

92.73%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.11%

Brokerage Fee

$2,750

1.00%

Offering Expenses (2)

$2,063

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.04%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.04%

Marketing Materials

$200

0.07%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$14,488

5.27%

Total Fees and Expenses

$19,700

7.16%

Total Proceeds

$275,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase option agreement is attached as Exhibit 6.71 hereto.


86


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Option Agreement

Date of Agreement

5/11/2020

Expiration Date of Agreement

10/11/2020

Down-payment Amount

$40,000

Installment 1 Amount

$215,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$400

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


87


 

DESCRIPTION OF SERIES PRINCIPIA

Investment Overview

 

Upon completion of the Series #NEWTON Offering, Series #NEWTON will purchase a 1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton as the underlying asset for Series #NEWTON (The “Series Principia” or the “Underlying Asset” with respect to Series #NEWTON, as applicable), the specifications of which are set forth below.  

Sir Isaac Newton, born in 1642, was an English mathematician, physicist, astronomer, theologian and author. A key figure in the scientific revolution, Newton laid the foundations of classical mechanics and universal gravitation.  

Philosopiae Naturalis Principia Mathematica states Newton’s laws of motion, law of universal gravitation, and a derivation of Kepler’s laws of planetary motion. The Principia is considered one of the most important works in the history of science. 

The Underlying Asset is a First Edition, Continental Issue of Philosopiae Naturalis Principia Mathematica by Sir Isaac Newton. 

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is one of ~50 First Edition Continental Issues printed for distribution within the European Continent by Samuel Smith. 

The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist.  

 

Notable Features

 

The Underlying Asset features the title in second state with a three-line imprint. 

The Underlying Asset features numerous woodcut diagrams in text. 

The Underlying Asset features an engraving of the cometary orbit inserted before B1. 

The Underlying Asset has P4 cancelled, correcting the orientation of the diagram on verso. 

The Underlying Asset is bound in contemporary vellum and features tan calf lettering-piece gilt. 

The Underlying Asset is housed in a quarter brown morocco folding case. 

 

Notable Defects

 

The Underlying Asset shows minor soiling on its binding.   

The Underlying Asset has had its title-page and outer margins restored. 

The Underlying Asset shows a portion of its rule border in pen facsimile. 

The Underlying Asset has an internal tear or paper flaw crossing text on Ll1, marginal paper flaws on three leaves, and 13 leaves with small worm tracks on their lower margins.  


88


Details

 

Series Principia

Title

Philosophiae Naturalis Principia Mathematica

Author(s)

Isaac Newton

Publisher

Joseph Streater for the Royal Society [at the expense of Edmond Halley]

Publication Date

1687

Binding

Hardcover

Book Condition

Minor Restoration

Edition

First Edition, Continental Issue

 

Description

The company treats Memorabilia as collectible assets as collectible and therefore will not depreciate or amortize the Series Principia going forward.


89


 

USE OF PROCEEDS – Series #BATMAN6

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #BATMAN6 Asset Cost (1)

$23,500

87.04%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$100

0.37%

Brokerage Fee

$270

1.00%

Offering Expenses (2)

$500

1.85%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.37%

Marketing Materials

$200

0.74%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$2,330

8.63%

Total Fees and Expenses

$3,400

12.59%

Total Proceeds

$27,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.72 hereto.


90


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

5/18/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$23,500

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


91


 

DESCRIPTION OF SERIES BATMAN #6  

Investment Overview

 

Upon completion of the Series #BATMAN6 Offering, Series #BATMAN6 will purchase a 1941 Batman #6 CGC NM 9.4 comic book as the Underlying Asset for Series #BATMAN6 (The “Series Batman #6” or the “Underlying Asset” with respect to Series #BATMAN6, as applicable), the specifications of which are set forth below. 

Batman is an ongoing American comic book series featuring the DC Comics superhero Batman as its main protagonist. Batman first appeared in Detective Comics #27, published in May 1939, and the character proved to be so popular that a self-titled comic book series began production in the Spring of 1940.  

Batman #6, titled “Murder on Parole,” is the sixth issue of the self-titled Batman comic book series. The issue features the first appearance and “death” of the villainous Clock Maker.  

The Underlying Asset has a CGC grade of NM 9.4.  

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 1941 Batman #6 comic book with a CGC grade of NM 9.4.  

The Underlying Asset is in the top 2% of CGC graded copies of Batman #6. It is one of three copies graded at CGC 9.4 and only one copy has been graded higher. 

 

Notable Features

 

The Underlying Asset has white pages and Central Valley Pedigree.  

The Underlying Asset’s cover by Bob Kane features an illustration of the Dynamic Duo, Batman and Robin, in an action pose over a solid-colored red background.  

The Underlying Asset’s back cover features an advertisement from Daisy Air Rifles. The advert is for “2 FREE TRIPS TO RED RYDER’S ROCKY MOUNTAIN RANCHO.”  

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its age and condition grade from CGC. 


92


Details

 

Series Batman #6

Title

Batman #6

Publisher

DC Comics

Store Date

September 10, 1941

Cover Price

$0.10

Editing

Whitney Ellsworth

Script

Bill Finger, Ray McGill, Henry Boltinoff, Gardner F. Fox

Pencils

Bob Kane, Ray McGill, Henry Boltinoff, Lou Paige, Raymond Perry

Inks

Bob Kane, Jerry Robinson, Ray McGill, Henry Boltinoff, Lou Paige, Raymond Perry

Letters

George Roussos, Ray McGill, Henry Boltinoff

Authentication

CGC

Grade

NM 9.4

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Batman #6 going forward.


93


 

USE OF PROCEEDS – Series #STARWARS1

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #STARWARS1 Asset Cost (1)

$10,000

83.33%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$100

0.83%

Brokerage Fee

$120

1.00%

Offering Expenses (2)

$500

4.17%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.83%

Marketing Materials

$200

1.67%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$980

8.17%

Total Fees and Expenses

$1,900

15.83%

Total Proceeds

$12,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.73 hereto.


94


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

5/18/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$10,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


95


 

DESCRIPTION OF SERIES STAR WARS #1  

Investment Overview

 

Upon completion of the Series #STARWARS1 Offering, Series #STARWARS1 will purchase a 1977 Star Wars #1 CGC VF/NM 9.0 comic book as the Underlying Asset for Series #STARWARS1 (The “Series Star Wars #1” or the “Underlying Asset” with respect to Series #STARWARS1, as applicable), the specifications of which are set forth below. 

Star Wars is an American space-opera franchise created by George Lucas. The franchise launched in 1977 with the release of Star Wars (retroactively titled Star Wars: Episode IV – A New Hope) and quickly became a worldwide pop culture phenomenon. 

Star Wars comic books were published by Marvel between 1977 and 1986. In the first year of publication, Marvel decided to raise the price of these comics by 5 cents in select test markets in order to see the effect on sales. As a result, only a small batch of 35-cent cover variants were printed.  

The Underlying Asset has a CGC grade of VF/NM 9.0. 

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 1977 Star Wars #1 35-cent cover variant comic book with a CGC grade of VF/NM 9.0.  

The Underlying Asset is one of an estimated ~1,500 35-cent cover variant Star Wars #1 comic books ever printed.  

The Underlying Asset is in the top ~22% of CGC graded copies of Star Wars #1 35-cent cover variants. Out of 221 CGC-graded copies, it is one of 24 graded at CGC 9.0.  

 

Notable Features

 

The Underlying Asset is installment one of the “Star Wars: A New Hope” movie adaption.  

The Underlying Asset features artwork by Howard Chaykin, which is notably off-model and incorrectly colored due to Chaykin’s limited access to stills from the then-unreleased film. 

The Underlying Asset features uncharacteristically overweight drawings of Luke Skywalker and Princess Leia, as well as a green Darth Vader.  

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its age and condition grade from CGC. 


96


Details

 

Series Star Wars #1

Title

Star Wars #1

Publisher

Marvel

Store Date

June 30, 1977

Cover Price

$0.35

Editing

Roy Thomas

Script

Roy Thomas

Pencils

Howard Chaykin, Tom Palmer

Inks

Howard Chaykin, Tom Palmer

Letters

Howard Chaykin, Tom Palmer

Authentication

CGC

Grade

VF/NM 9.0

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Star Wars #1 going forward.


97


 

USE OF PROCEEDS – Series #DAREDEV1

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #DAREDEV1 Asset Cost (1)

$9,500

82.61%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$100

0.87%

Brokerage Fee

$115

1.00%

Offering Expenses (2)

$500

4.35%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.87%

Marketing Materials

$200

1.74%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$985

8.57%

Total Fees and Expenses

$1,900

16.52%

Total Proceeds

$11,500

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.74 hereto.


98


 

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

5/18/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$9,500

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 related rate of growth.  The Manager reserves the right to modify the use of proceeds based on the factors set forth above.  The Company is not expected to keep any of the proceeds from the Series Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


99


DESCRIPTION OF SERIES DAREDEVIL #1  

Investment Overview

 

Upon completion of the Series #DAREDEV1 Offering, Series #DAREDEV1 will purchase a 1964 Daredevil #1 CGC VF/NM 9.0 comic book as the Underlying Asset for Series #DAREDEV1 (The “Series Daredevil #1” or the “Underlying Asset” with respect to Series #DAREDEV1, as applicable), the specifications of which are set forth below. 

Daredevil is a fictional superhero in the Marvel Comics universe created by writer Stan Lee, and artists Bill Everett and Jack Kirby. In addition to comic books, Daredevil has appeared in various forms of media including animated series, video games, feature films and merchandise.  

The Underlying Asset has a CGC grade of VF/NM 9.0. 

 

Asset Description

 

Overview & Authentication

 

The Underlying Asset is a 1964 Daredevil #1 comic book with a CGC grade of VF/NM 9.0.  

The Underlying Asset is in the top 5.4% of CGC graded copies of Daredevil #1. Out of 3,652 CGC-graded copies, it is one of 83 graded at CGC 9.0.  

 

Notable Features

 

The Underlying Asset features the origin story and first appearance of Daredevil (Matt Murdock), the first appearance of Karen Page, and the first appearance of Foggy Nelson.  

The Underlying Asset features an illustration of Spider-Man on the cover, with the caption “REMEMBER WHEN WE INTRODUCED… SPIDER-MAN. NOW WE CONTINUE THE MIGHTY MARVEL TRADITION WITH DAREDEVIL!!” a testament to Marvel and Stan Lee’s confidence in the new superhero.   

The Underlying Asset has off-white to white pages.  

 

Notable Defects

 

The Underlying Asset shows signs of wear consistent with its age and condition grade from CGC. 


100


Details

 

Series Daredevil #1

Title

Daredevil #1

Publisher

Marvel

Store Date

March 31, 1964

Cover Price

$0.12

Editing

Stan Lee

Script

Stan Lee

Pencils

Jack Kirby, Bill Everett

Inks

Bill Everett, Steve Ditko, Sol Brodsky

Letters

Sam Rosen

Authentication

CGC

Grade

VF/NM 9.0

 

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Daredevil #1 going forward.


101


 

RSE ARCHIVE, LLC FINANCIAL STATEMENTS

 

CONTENTS

 

PAGE 

RSE ARCHIVE, LLC AND VARIOUS SERIES:

 

Period January 3, 2019 to December 31, 2019 Audited Consolidated Financial Statements

 

Report of Independent Registered Public Accounting FirmF-1 

 

Consolidated Balance SheetsF-2 

 

Consolidated Statements of OperationsF-5 

 

Consolidated Statements of Members’ Equity F-8 

 

Consolidated Statements of Cash Flows F-10 

 

Notes to Consolidated Financial Statements F-13 


102



103


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Members of

RSE Archive, LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of RSE Archive, LLC (the "Company") in total and for each listed Series as of December 31, 2019, and the related consolidated statements of operations, members' equity, and cash flows for the Company in total and for each listed Series for the period from January 3, 2019 (inception) to December 31, 2019, and the related notes (collectively referred to as the "financial statements").  In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company and each listed Series as of December 31, 2019, and the consolidated results of operations and cash flows for the Company and each listed Series for the period from January 3, 2019 (inception) to December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern.  As discussed in Note A to the financial statements, the Company's and each listed Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note A.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Restatement

 

As discussed in Note J to the financial statements the financial statements have been restated to correct an error.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the Company's and each listed Series’ financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company and each listed Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company and each listed Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's or each listed Series internal control over financial reporting.  Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.  

 

/s/ EisnerAmper LLP

 

We have served as the Company's auditor since 2020.  

 

EISNERAMPER LLP

New York, New York

March 31, 2020, except for Note J as to which the date is April 21, 2020.


F-1


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$                           1,450

$                              1,600

$                                300

$                       1,545

$                     1,095

Pre-paid Insurance

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Pre-paid Storage

                                    -   

                                        2

                                      -   

                                -   

                               1

Total Current Assets

                             1,450

                                1,602

                                   300

                          1,545

                        1,096

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Collectible Memorabilia - Owned

                         125,000

                              52,500

                             16,800

                       35,000

                     70,100

TOTAL ASSETS

$                       126,450

 $                            54,102

 $                           17,100

$                     36,545

 $                  71,196

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$                                    -   

 $                                      -   

 $                                  13

 $                            13

  $                            -   

Due to the Manager for Insurance

                                237

                                   100

                                     32

                               66

                             66

Due to the Manager or its Affiliates

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Total Liabilities

                                237

                                   100

                                     45

                               79

                             66

 

 

 

 

 

 

Membership Contributions

                         126,600

                              54,100

                             17,100

                       36,600

                     70,740

Capital Contribution

                                220

                                   203

                                   180

                             154

                           131

Capital Contribution for loss at Offering close

                                    -   

                                       -   

                                      -   

                                -   

                           510

Distribution to RSE Archive

                                    -   

                                       -   

                                      -   

                             (55)

                           (55)

Accumulated Deficit

                               (607)

                                  (301)

                                 (225)

                           (233)

                         (196)

Members' Equity

                         126,213

                              54,002

                             17,055

                       36,466

                     71,130

TOTAL LIABILITIES AND MEMBERS' EQUITY

$                      126,450

$                            54,102

$                           17,100

$                     36,545

$                   71,196

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.


F-2


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$                           1,495

$                              1,695

$                             1,250

$                       1,100

$                     1,200

Pre-paid Insurance

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Pre-paid Storage

                                     1

                                        1

                                       1

                                -   

                              -   

Total Current Assets

                             1,496

                                1,696

                               1,251

                          1,100

                        1,200

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Collectible Memorabilia - Owned

                           12,100

                              10,100

                             55,500

                       29,500

                     17,900

TOTAL ASSETS

$                         13,596

$                            11,796

$                           56,751

$                    30,600

$                  19,100

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$                                    -   

$                                       -   

$                                      -   

$                             13

$                             -   

Due to the Manager for Insurance

                                   12

                                      10

                                   104

                               56

                             34

Due to the Manager or its Affiliates

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Total Liabilities

                                   12

                                      10

                                   104

                               69

                             34

 

 

 

 

 

 

Membership Contributions

                           13,800

                              12,000

                             56,750

                       30,750

                     19,250

Capital Contribution

                                131

                                   131

                                   112

                             110

                             71

Capital Contribution for loss at Offering close

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Distribution to RSE Archive

                               (205)

                                  (205)

                                      -   

                                -   

                         (150)

Accumulated Deficit

                               (142)

                                  (140)

                                 (215)

                           (329)

                         (105)

Members' Equity

                           13,584

                              11,786

                             56,647

                       30,531

                     19,066

TOTAL LIABILITIES AND MEMBERS' EQUITY

$                         13,596

$                            11,796

$                           56,751

$                     30,600

$                   19,100

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-3 


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

 

F-3 


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,750  

$5,300  

$1,050  

$1,600  

$24,459  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

1,881  

Total Current Assets

1,751  

5,300  

1,052  

1,601  

26,340  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

282,250  

Collectible Memorabilia - Owned

11,100  

500,028  

44,000  

27,500  

1,301,928  

TOTAL ASSETS

$12,851  

$505,328  

$45,052  

$29,101  

$1,610,518  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$130  

Due to the Manager for Insurance

11  

949  

83  

52  

2,607  

Due to the Manager or its Affiliates

 

 

 

 

577,500  

Total Liabilities

11  

949  

83  

52  

580,237  

 

 

 

 

 

 

Membership Contributions

13,000  

505,328  

45,040  

29,100  

1,030,158  

Capital Contribution

63  

16  

 

 

7,644  

Capital Contribution for loss at Offering close

 

 

10  

 

520  

Distribution to RSE Archive

(150) 

 

 

 

 

Accumulated Deficit

(73) 

(965) 

(86) 

(55) 

(8,041) 

Members' Equity

12,840  

504,379  

44,969  

29,049  

1,030,281  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$12,851  

$505,328  

$45,052  

$29,101  

1,610,518  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-4


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

13  

13  

 

Insurance

237  

100  

32  

66  

66  

Professional Fees

220  

200  

180  

154  

130  

Marketing Expense

150  

 

 

 

 

Total Operating Expenses

607  

301  

225  

233  

196  

Operating Loss

(607) 

(301) 

(225) 

(233) 

(196) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Income / (Loss) Before Income Taxes

(607) 

(301) 

(225) 

(233) 

(196) 

Provision for Income Taxes

 

 

 

 

 

Income / (Loss)

$(607) 

$(301) 

$(225) 

$(233) 

$(196) 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.61) 

$(0.15) 

$(0.11) 

$(0.23) 

$(0.07) 

Weighted Average Membership Interests

1,000  

2,000  

2,000  

1,000  

3,000  


See accompanying notes, which are an integral part of these financial statements.

 

F-5


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

163  

 

Insurance

12  

10  

104  

56  

34  

Professional Fees

130  

130  

110  

110  

71  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

142  

140  

215  

329  

105  

Operating Loss

(142) 

(140) 

(215) 

(329) 

(105) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Income / (Loss) Before Income Taxes

(142) 

(140) 

(215) 

(329) 

(105) 

Provision for Income Taxes

 

 

 

 

 

Income / (Loss)

$(142) 

$(140) 

$(215) 

$(329) 

$(105) 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.71) 

$(0.70) 

$(0.21) 

$(0.16) 

$(0.10) 

Weighted Average Membership Interests

200  

200  

1,000  

2,000  

1,000  


See accompanying notes, which are an integral part of these financial statements.

 

F-6


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

 

F-6


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$1,881  

Transportation

 

 

 

 

580  

Insurance

11  

949  

83  

52  

2,607  

Professional Fees

61  

16  

 

 

1,517  

Marketing Expense

 

 

 

 

1,420  

Total Operating Expenses

73  

965  

86  

55  

8,005  

Operating Loss

(73) 

(965) 

(86) 

(55) 

(8,005) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

36  

Income / (Loss) Before Income Taxes

(73) 

(965) 

(86) 

(55) 

(8,041) 

Provision for Income Taxes

 

 

 

 

 

Income / (Loss)

$(73) 

$(965) 

$(86) 

$(55) 

$(8,041) 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.04) 

$(0.10) 

$(0.04) 

$(0.03) 

 

Weighted Average Membership Interests

2,000  

10,000  

2,000  

2,000  

 


See accompanying notes, which are an integral part of these financial statements.

 

F-7


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

 

F-7


RSE ARCHIVE, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019


 

 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Members' Equity / (Deficit)

 

 

 

 

 

 

Balance January 3, 2019

 

$                            -  

$                     - 

$                             - 

$                    - 

$                    - 

Membership Contributions

 

126,600  

54,100  

17,100  

36,600  

70,740  

Capital Contribution

 

220  

203  

180  

154  

131  

Capital Contribution for loss at Offering close

 

 

 

 

510  

Distribution to RSE Archive

 

 

 

 

(55) 

(55) 

Net loss

 

(607) 

(301) 

(225) 

(233) 

(196) 

Balance December 31, 2019

 

$126,213  

$54,002  

$17,055  

$36,466  

$71,130  

 

 

 

 

 

 

 

 

 

 

 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Members' Equity / (Deficit)

 

 

 

 

 

 

Balance January 3, 2019

 

$                          - 

$                    - 

$                            - 

$                    - 

$                     - 

Membership Contributions

 

13,800  

12,000  

56,750  

30,750  

19,250  

Capital Contribution

 

131  

131  

112  

110  

71  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

(205) 

(205) 

 

 

(150) 

Net loss

 

(142) 

(140) 

(215) 

(329) 

(105) 

Balance December 31, 2019

 

$13,584  

$11,786  

$56,647  

$30,531  

$19,066  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-8


RSE ARCHIVE, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019


 

 

 

 

 

 

 

 

 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Members' Equity / (Deficit)

 

 

 

 

 

 

Balance January 3, 2019

 

$                           - 

$                    - 

$                           - 

$                    - 

$            - 

Membership Contributions

 

13,000  

505,328  

45,040  

29,100  

1,030,158  

Capital Contribution

 

63  

16  

 

 

7,644  

Capital Contribution for loss at Offering close

 

 

10  

 

520  

Distribution to RSE Archive

 

(150) 

 

 

 

 

Net loss

 

(73) 

(965) 

(86) 

(55) 

(8,041) 

Balance December 31, 2019

 

$12,840  

$504,379  

$44,969  

$29,049  

$1,030,281  


See accompanying notes, which are an integral part of these financial statements.

 

F-9


RSE ARCHIVE, LLC

 

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019


 

Series #52MANTLE

(Restated)

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss)

$(607) 

$(301) 

$(225) 

$(233) 

$(196) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

220  

203  

180  

154  

131  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

 

(2) 

 

 

(1) 

Due to the Manager for Insurance

237  

100  

32  

66  

66  

Accounts Payable

 

 

13  

13  

 

Net cash used in operating activities

(150) 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Investment in memorabilia

(125,000) 

(47,250) 

(16,800) 

(35,000) 

(70,100) 

Net cash used in investing activities

(125,000) 

(47,250) 

(16,800) 

(35,000) 

(70,100) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

126,600  

48,850  

17,100  

36,600  

70,740  

Due to the manager and other affiliates

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

510  

Distribution to RSE Archive

 

 

 

(55) 

(55) 

Net cash used in financing activities

126,600  

48,850  

17,100  

36,545  

71,195  

 

 

 

 

 

 

Net change in cash

1,450  

1,600  

300  

1,545  

1,095  

Cash beginning of period

 

 

 

 

 

Cash end of period

1,450  

1,600  

300  

1,545  

1,095  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

$5,250  

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-10


RSE ARCHIVE, LLC

 

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss)

$(142) 

$(140) 

$(215) 

$(329) 

$(105) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

131  

131  

112  

110  

71  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

(1) 

(1) 

(1) 

 

 

Due to the Manager for Insurance

12  

10  

104  

56  

34  

Accounts Payable

 

 

 

13  

 

Net cash used in operating activities

 

 

 

(150) 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Investment in memorabilia

(12,100) 

(10,100) 

(55,500) 

(29,500) 

(17,900) 

Net cash used in investing activities

(12,100) 

(10,100) 

(55,500) 

(29,500) 

(17,900) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

13,800  

12,000  

56,750  

30,750  

19,250  

Due to the manager and other affiliates

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Distribution to RSE Archive

(205) 

(205) 

 

 

(150) 

Net cash used in financing activities

13,595  

11,795  

56,750  

30,750  

19,100  

 

 

 

 

 

 

Net change in cash

1,495  

1,695  

1,250  

1,100  

1,200  

Cash beginning of period

 

 

 

 

 

Cash end of period

1,495  

1,695  

1,250  

1,100  

1,200  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interest issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-11


RSE ARCHIVE, LLC

 

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019


 

Series #EINSTEIN

(Restated)

Series #HONUS

Series #75ALI

Series #71ALI

(Restated)

Consolidated

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss)

$(73) 

$(965) 

$(86) 

$(55) 

$(8,041) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

63  

16  

 

 

7,644  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

(1) 

 

(2) 

(1) 

(1,881) 

Due to the Manager for Insurance

11  

949  

83  

52  

2,607  

Accounts Payable

 

 

 

 

130  

Net cash used in operating activities

 

 

 

 

459  

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

(282,250) 

Investment in memorabilia

(11,100) 

(225,000) 

(44,000) 

(27,500) 

(1,021,650) 

Net cash used in investing activities

(11,100) 

(225,000) 

(44,000) 

(27,500) 

(1,303,900) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

13,000  

230,300  

45,040  

29,100  

749,880  

Due to the manager and other affiliates

 

 

 

 

577,500  

Contribution related to Offering Closings and Asset Sales

 

 

10  

 

520  

Distribution to RSE Archive

(150) 

 

 

 

 

Net cash used in financing activities

12,850  

230,300  

45,050  

29,100  

1,327,900  

 

 

 

 

 

 

Net change in cash

1,750  

5,300  

1,050  

1,600  

24,459  

Cash beginning of period

 

 

 

 

 

Cash end of period

1,750  

5,300  

1,050  

1,600  

24,459  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interest issued to Asset Seller as consideration

 

$275,028  

 

 

$280,278  


See accompanying notes, which are an integral part of these financial statements.

 

F-12


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

RSE Archive, LLC (the “Company”) is a Delaware series limited liability company formed on January 3, 2019.  RSE Archive Manager, LLC, a single member Delaware limited liability company formed on March 27, 2019 and owned by RSE Markets, Inc., is the manager of the Company (the “Manager”). RSE Markets, Inc. serves as the asset manager for the collection of collectible memorabilia owned by the Company and each series (the “Asset Manager”). The Company was formed to engage in the business of acquiring and managing a collection of collectible memorabilia (the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series” or “Series of Interests”), that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

 

The Asset Manager is a Delaware corporation formed on April 28, 2016. The Asset Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company, through the Manager, and the assets owned by the Company in its roles as the Asset Manager of each Series. The Asset Manager is the owner of the Manager.

 

The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are a single collectible memorabilia (plus any cash reserves for future operating expenses), as well as certain liabilities related to expenses pre-paid by the Asset Manager.  

 

All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).

 

OPERATING AGREEMENT

 

General:

In accordance with the Operating Agreement each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.

 

Operating Expenses:

After the closing of an offering, each Series is responsible for its own “Operating Expenses” (as defined in Note B(5)). Prior to the closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, and may include the Manager or its affiliates or the Asset Manager.

 

Fees:

Sourcing Fee: The Manager expects to receive a fee at the closing of each successful offering for its services of sourcing the collectible memorabilia (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.

 

Brokerage Fee:  For all Series qualified up to the date of this filing the broker of record received a fee (the “Brokerage Fee”) of 1.0% of the cash from offering for facilitating the sale of securities.


F-13


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Custody Fee: For all Series qualified up to the date of this filing the custody broker received a fee (the “Custody Fee”) of 0.75% of the cash from offering for facilitating the sale of securities.  

 

Free Cash Flow Distributions:

At the discretion of the Manager, a Series may make distributions of “Free Cash Flow” (as defined in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.

 

In the case that Free Cash Flow is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.

 

Other:

The Manager is responsible for covering its own expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.

 

On a total consolidated basis, the Company had sustained a net loss of $(8,041) for the period from January 3, 2019 to December 31, 2019 and had an accumulated deficit of $(8,041) as of December 31, 2019.

 

All of the liabilities on the balance sheet as of December 31, 2019 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. As of December 31, 2019, the Company has negative working capital of approximately $(0.6) million. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due.  These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.

 

Through December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans include anticipating that it will commence commercializing the collection in 2021. Each Series will continue to incur Operating Expenses including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of December 31, 2019.


F-14


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements



F-14


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

At December 31, 2019, the Company and the Series for which closings had occurred, had the following cash balances:

 

Cash Balance

Applicable Series

Asset

12/31/2019

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$1,450 

Series #71MAYS

1971 Willie Mays Jersey

1,600 

Series #RLEXPEPSI

Rolex GMT Master II

300 

Series #10COBB

1910 Ty Cobb Card

1,545 

Series #POTTER

1997 First Edition Harry Potter

1,095 

Series #TWOCITIES

First Edition A Tale of Two Cities

1,495 

Series #FROST

First Edition A Boy's Will

1,695 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

1,250 

Series #SMURF

Rolex Submariner "Smurf"

1,100 

Series #70RLEX

1970 Rolex Beta 21

1,200 

Series #EINSTEIN

First Edition of Philosopher-Scientist

1,750 

Series #HONUS

1909-11 Honus Wagner Card

5,300 

Series #75ALI

1975 Muhammad Ali Boots

1,050 

Series #71ALI

1971 “Fight of the Century” Contract

1,600 

Total Series Cash Balance

22,430 

RSE Archive

 

2,029 

Total Cash Balance

 

$24,459 

 

 

 

 

The cash on the books of RSE Archive is reserved to funding future pre-closing Operating Expenses or “Acquisition Expenses” (see Note B(6) for definition and additional details), as the case may be. The cash on the books of each Series is reserved for funding of post-closing Operating Expenses. During the period from January 3, 2019 to December 31, 2019, the Manager has paid for certain but not all Operating Expenses related to any of the Series that have had closed offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $7,644.

 

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual Series, as has been the case for the majority of the Series for which closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future operating expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.

 

INITIAL OFFERINGS

 

The Company has completed several initial offerings since its inception in 2019 and plans to continue to increase the number of initial offerings going forward. The table below outlines all offerings for which a closing has occurred as of December 31, 2019. All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities.


F-15


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Series Interest

Series Name

Underlying Asset

Offering Size

Launch Date

Closing Date

Comments

Series #52MANTLE Interests

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$132,000

10/18/2019

10/25/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #71MAYS Interests

Series #71MAYS

1971 Willie Mays Jersey

$57,000

10/25/2019

10/31/2019

• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering
• The Memorabilia Seller was issued 10% of Interests as part of total purchase consideration

Series #RLEXPEPSI Interests

Series #RLEXPEPSI

Rolex GMT Master II 126710BLRO

$17,800

11/1/2019

11/6/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #10COBB Interests

Series #10COBB

1910 E98 Ty Cobb Card

$39,000

11/8/2019

11/14/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #POTTER Interests

Series #POTTER

1997 First Edition Harry Potter

$72,000

11/15/2019

11/21/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #TWOCITIES Interests

Series #TWOCITIES

First Edition A Tale of Two Cities

$14,500

11/15/2019

11/21/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #FROST Interests

Series #FROST

First Edition A Boy's Will

$13,500

11/15/2019

11/21/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #BIRKINBLEU Interests

Series #BIRKINBLEU

Bleu Saphir Lizard Hermès Birkin

$58,000

11/22/2019

11/27/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #SMURF Interests

Series #SMURF

Rolex Submariner Date "Smurf" Ref. 116619LB

$34,500

11/22/2019

11/27/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #70RLEX Interests

Series #70RLEX

1970 Rolex Ref. 5100 Beta 21

$20,000

11/27/2019

12/6/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #EINSTEIN Interests

Series #EINSTEIN

First Edition of Philosopher-Scientist

$14,500

12/6/2019

12/13/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #HONUS Interests

Series #HONUS

1909-1911 T206 Honus Wagner Card

$520,000

12/13/2019

12/26/2019

• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering
• The Memorabilia Seller was issued 53% of Interests as part of total purchase consideration

Series #75ALI Interests

Series #75ALI

1975 Muhammad Ali Boots worn in fight against Chuck Wepner

$46,000

12/20/2019

12/29/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #71ALI Interests

Series #71ALI

1971 “Fight of the Century” Contract

        $31,000

12/20/2019

12/30/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Total at 12/31/2019

14 Series

 

$1,069,800

 

 

 


F-16


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

ASSET DISPOSITIONS

 

From time to time, the Company receives unsolicited take-over offers for the Underlying Assets. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board evaluates the offers and determines that if, on a case by case basis, it is in the interest of the Investors to sell the Underlying Asset. In certain instances,  the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no offering has yet occurred. In these instances, the anticipated offering related to such Underlying Asset will be cancelled.

 

For the period from January 3, 2019 through December 31, 2019, no asset dispositions had been executed.

 

Please see Note I, Subsequent Events for additional details on closings of initial offerings or asset dispositions after December 31, 2019.


F-17


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

1.Basis of Presentation 

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

All offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s offering circular (as amended). Separate financial statements are presented for each such Series.

 

2.Use of Estimates: 

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events.  Accordingly, the actual results could differ significantly from our estimates.

 

3.Cash and Cash Equivalents: 

 

The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.

 

4.Offering Expenses: 

 

Offering expenses related to the offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, that are funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for offering expenses incurred with respect to the offerings for all Series that have had a closing as of the date of the financial statements and potentially other future offerings.


F-18


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

In addition to the discrete offering expenses related to a particular Series’ offering, the Manager has also incurred legal, accounting, user compliance expenses and other offering related expenses during the period from January 3, 2019 through December 31, 2019 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of offerings. The Manager treats these expenses as operating expenses related to the Manager’s business and will not be reimbursed for these through any activities or offerings related to the Company or any of the Series.

 

5.Operating Expenses: 

 

Operating Expenses related to a particular memorabilia include storage, insurance, transportation (other than the initial transportation from the memorabilia location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other memorabilia specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”.  We distinguish between pre-closing and post-closing Operating Expenses. Operating Expenses are expensed as incurred.

 

Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and totaled $7,644 for the period from January 3, 2019 through December 31, 2019.

 

During the period from January 3, 2019 through December 31, 2019, RSE Archive incurred pre-closing Operating expenses and the following Series had closed Offerings and incurred post-closing Operating Expenses per the table below:


F-19


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Operating Expenses

Applicable Series

Asset

12/31/2019

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$607 

Series #71MAYS

1971 Willie Mays Jersey

301 

Series #RLEXPEPSI

Rolex GMT Master II

225 

Series #10COBB

1910 Ty Cobb Card

233 

Series #POTTER

1997 First Edition Harry Potter

196 

Series #TWOCITIES

First Edition A Tale of Two Cities

142 

Series #FROST

First Edition A Boy's Will

140 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

215 

Series #SMURF

Rolex Submariner "Smurf"

329 

Series #70RLEX

1970 Rolex Beta 21

105 

Series #EINSTEIN

First Edition of Philosopher-Scientist

73 

Series #HONUS

1909-11 Honus Wagner Card

965 

Series #75ALI

1975 Muhammad Ali Boots

86 

Series #71ALI

1971 “Fight of the Century” Contract

55 

RSE Archive

 

4,333 

Total Operating Expenses

$8,005 

 

 

 

Solely in the case of the Series with closed offerings listed in the table above, the Manager has elected that certain, but not all of the post-closing Operating Expenses for the period from January 3, 2019 to December 31, 2019 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series.


F-20


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements



F-20


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

6.Capital Assets: 

 

Memorabilia assets are recorded at cost. The cost of the memorabilia includes the purchase price, including any deposits for the memorabilia funded by the Manager and “Acquisition Expenses,” which include transportation of the memorabilia to the Manager’s storage facility, pre-purchase inspection, pre-offering refurbishment, and other costs detailed in the Manager’s allocation policy.

 

The Company treats memorabilia assets as collectible and therefore the Company will not depreciate or amortize the collectible memorabilia assets going forward. The collectible memorabilia are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

The collectible memorabilia assets are initially purchased by the Company, either prior to launching an offering or through the exercising of a purchase option simultaneous with the closing of an offering for a particular Series. At closing of an offering for a Series of Interests the collectible memorabilia assets, including capitalized Acquisition Expenses, are then transferred to the Series. Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a closing, such as registration fees or fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired memorabilia after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Archive” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the offering. In case of a closing at a loss, the Manager will make an additional capital contribution to the Series to cover any losses, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future operating expenses.

 

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties invested in memorabilia assets. For the period from January 3, 2019 to December 31, 2019, the total investment in memorabilia assets was $1,584,178.


F-21


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Of the $1,584,178 of investments during the period from January 3, 2019 through December 31, 2019, $1,578,478 were related to the purchase price of, or down payments on Underlying Assets, excluding $0 related to the Underlying Assets sold. This brings the total spent on purchase price and down-payments at December 31, 2019 to $1,578,478, since the inception of the Company on January 3, 2019.

 

Acquisition Expenses related to a particular Series, that are incurred prior to the closing of an offering, are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example transportation costs to transport the asset from the seller to the Company’s facility, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses are capitalized into the cost of the memorabilia as per the table below. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.

 

For the period from January 3, 2019 through December 31, 2019, $5,700 of Acquisition Expenses related to the registration, transportation, inspection, repair of collectible memorabilia and other acquisition related expenses were incurred, excluding $0 related to Underlying Assets sold.

 

The total investment in memorabilia assets as of December 31, 2019 is as follows:


F-22


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


As of 12/31/2019

Capitalized Costs

 

Applicable Series

 

Asset

Purchase Price / Down payment

Authen-tication

Other

Total

Asset 1

Series #52MANTLE

(1)

1952 Topps #311 Mickey Mantle Card

$125,000 

$- 

$-  

$125,000 

Asset 2

Series #71MAYS

(1)

1971 Willie Mays Jersey

52,500 

- 

- 

52,500 

Asset 3

Series #RLEXPEPSI

(1)

Rolex GMT Master II

16,800 

- 

- 

16,800 

Asset 4

Series #10COBB

(1)

1910 Ty Cobb Card

35,000 

- 

- 

35,000 

Asset 5

Series #POTTER

(1)

1997 First Edition Harry Potter

65,000 

100 

5,000 

70,100 

Asset 6

Series #TWOCITIES

(1)

First Edition A Tale of Two Cities

12,000 

100 

- 

12,100 

Asset 7

Series #FROST

(1)

First Edition A Boy's Will

10,000 

100 

- 

10,100 

Asset 8

Series #BIRKINBLU

(1)

Bleu Saphir Lizard Hermès Birkin

55,500 

- 

- 

55,500 

Asset 9

Series #SMURF

(1)

Rolex Submariner "Smurf"

29,500 

- 

- 

29,500 

Asset 10

Series #70RLEX

(1)

1970 Rolex Beta 21

17,900 

- 

- 

17,900 

Asset 11

Series #EINSTEIN

(1)

First Edition of Philosopher-Scientist

11,000 

100 

- 

11,100 

Asset 12

Series #HONUS

(1)

1909-11 Honus Wagner Card

500,028 

- 

- 

500,028 

Asset 13

Series #75ALI

(1)

1975 Muhammad Ali Boots

44,000 

- 

- 

44,000 

Asset 14

Series #71ALI

(1)

1971 “Fight of the Century” Contract

27,500 

- 

- 

27,500 

Asset 15

Series #APROAK

(2)

AP Royal Oak A-Series

72,500 

- 

- 

72,500 

Asset 16

Series #88JORDAN

(2)

1988 Air Jordan III Sneakers

20,000 

- 

- 

20,000 

Asset 17

Series #SNOOPY

(2)

2015 Omega Speedmaster Moonwatch

24,000 

- 

- 

24,000 

Asset 18

Series #98JORDAN

(2)

1998 Michael Jordan Jersey

120,000 

- 

- 

120,000 

Asset 19

Series #18ZION

(2)

2018 Zion Williamson Sneakers

13,500 

- 

- 

13,500 

Asset 20

Series #YOKO

(2)

First Edition Grapefruit

12,500 

100 

- 

12,600 

Asset 21

Series #APOLLO11

(2)

Apollo 11 New York Times

30,000 

- 

- 

30,000 

Asset 22

Series #APEOD

(2)

AP Royal Oak "End of Days"

28,000 

- 

- 

28,000 

Asset 23

Series #ROOSEVELT

(2)

First Edition African Game Trails

17,000 

200 

- 

17,200 

Asset 24

Series #AGHOWL

(2)

First Edition Howl and Other Poems

15,500 

- 

- 

15,500 

Asset 25

Series #56MANTLE

(2)

1956 Mickey Mantle Card

9,000 

- 

- 

9,000 

Asset 26

Series #24RUTHBAT

(2)

1924 Babe Ruth Bat

50,000 

- 

- 

50,000 

Asset 27

Series #33RUTH

(2)

1933 Babe Ruth Card

74,000 

- 

- 

74,000 

Asset 28

Series #BIRKINBOR

(2)

2015 Hermès Bordeaux Birkin

12,500 

- 

- 

12,500 

Asset 29

Series #HIMALAYA

(2)

2014 Hermès Himalaya Birkin

32,500 

- 

- 

32,500 

Asset 30

Series #SPIDER1

(2)

1963 Amazing Spider-Man #1

5,000 

- 

- 

5,000 

Asset 31

Series #BATMAN3

(2)

1940 Batman #3

18,750 

- 

- 

18,750 

Asset 32

Series #ULYSSES

(2)

1935 First Edition Ulysses

22,000 

- 

- 

22,000 

Total

 

 

 

$1,578,478 

$700 

$5,000 

$1,584,178 

 

 

 

 

 

 

 

 

Acquisition Expense 2019

 

 

$1,578,478 

$700 

$5,000 

$1,584,178 

 

Note: Excludes $0 of capitalized acquisitions costs related to Underlying Assets sold.

(1)Offering for Series Interests closed at December 31, 2019 and Underlying Asset owned by applicable Series.  

(2)At December 31, 2019 owned by RSE Archive, LLC and not by any Series. To be owned by the applicable Series as of the closing of the applicable offering. 


F-23


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

7.Members’ Equity: 

 

Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the period.

 

Capital contributions from the Manager are made to cover Operating Expenses (as described in Note B(5) above), such as storage, insurance, transportation and ongoing accounting and legal expenses incurred by the Company or any of the Series, for which the Manager has elected not to be reimbursed.

 

Members’ equity in Membership Contributions issued in a successful closing of an offering for a particular Series are calculated by taking the amount of membership Interests sold in an offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the offering are paid from the proceeds of any successfully closed offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an offering does not close. At December 31, 2019, the following offerings for Series Interests had closed:   

Membership Contribution and Uses at Closing  

Applicable Series

Asset

Closing Date

Membership Interests

Brokerage Fee

Sourcing Fee

Custody Fee

Total

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

10/25/2019

$132,000 

$1,320 

$3,090 

$990 

$126,600 

Series #71MAYS

1971 Willie Mays Jersey

10/31/2019

57,000 

570 

1,830 

500 

54,100 

Series #RLEXPEPSI

Rolex GMT Master II

11/6/2019

17,800 

178 

22 

500 

17,100 

Series #10COBB

1910 Ty Cobb Card

11/14/2019

39,000 

390 

1,510 

500 

36,600 

Series #POTTER

1997 First Edition Harry Potter

11/21/2019

72,000 

720 

- 

540 

70,740 

Series #TWOCITIES

First Edition A Tale of Two Cities

11/21/2019

14,500 

145 

55 

500 

13,800 

Series #FROST

First Edition A Boy's Will

11/21/2019

13,500 

135 

865 

500 

12,000 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

11/27/2019

58,000 

580 

170 

500 

56,750 

Series #SMURF

Rolex Submariner "Smurf"

11/27/2019

34,500 

345 

2,905 

500 

30,750 

Series #70RLEX

1970 Rolex Beta 21

12/9/2019

20,000 

200 

50 

500 

19,250 

Series #EINSTEIN

First Edition of Philosopher-Scientist

12/12/2019

14,500 

145 

855 

500 

13,000 

Series #HONUS

1909-11 Honus Wagner Card

12/26/2019

520,000 

5,200 

5,572 

3,900 

505,328 

Series #75ALI

1975 Muhammad Ali Boots

12/30/2019

46,000 

460 

- 

500 

45,040 

Series #71ALI

1971 “Fight of the Century” Contract

12/30/2019

31,000 

310 

1,090 

500 

29,100 

Total

 

 

$1,069,800 

$10,698 

$18,014 

$10,930 

$1,030,158 

 

 

 

 

 

 

 

 

 

Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.


F-24


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

8.Income taxes: 

 

Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986.  Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.  

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2019.

 

RSE Archive, LLC, as the master series of the Company and RSE Archive Manager, LLC, the Manager of the Company, intend to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.

 

9.Earnings (loss) / income per membership interest: 

 

Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the period.

 

As of the period from January 3, 2019 through December 31, 2019, the following Series had closed offerings and the (losses) / income per membership Interest as per the table below:

 

Earnings (Loss) Per Membership Interest (EPMI)

 

 

 

12/31/2019

 

Applicable Series

Asset

Membership Interests

Net (Loss) / Income

EPMI

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

1,000 

$(607) 

$(0.61) 

Series #71MAYS

1971 Willie Mays Jersey

2,000 

(301) 

(0.15) 

Series #RLEXPEPSI

Rolex GMT Master II

2,000 

(225) 

(0.11) 

Series #10COBB

1910 Ty Cobb Card

1,000 

(233) 

(0.23) 

Series #POTTER

1997 First Edition Harry Potter

3,000 

(196) 

(0.07) 

Series #TWOCITIES

First Edition A Tale of Two Cities

200 

(142) 

(0.71) 

Series #FROST

First Edition A Boy's Will

200 

(140) 

(0.70) 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

1,000 

(215) 

(0.21) 

Series #SMURF

Rolex Submariner "Smurf"

2,000 

(329) 

(0.16) 

Series #70RLEX

1970 Rolex Beta 21

1,000 

(105) 

(0.10) 

Series #EINSTEIN

First Edition of Philosopher-Scientist

2,000 

(73) 

(0.04) 

Series #HONUS

1909-11 Honus Wagner Card

10,000 

(965) 

(0.10) 

Series #75ALI

1975 Muhammad Ali Boots

2,000 

(86) 

(0.04) 

Series #71ALI

1971 “Fight of the Century” Contract

2,000 

(55) 

(0.03) 

 


F-25


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE C - RELATED PARTY TRANSACTIONS

 

Series Members

The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.

 

Officer and Affiliate Loans

From time to time, individual officers and affiliates of the Manager may make loans to the Company to facilitate the purchase of memorabilia assets prior to the closing of a Series’ offering.  It is anticipated that each of the loans and related interest will be paid by the Company through proceeds of the offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the broker of record  and the custody broker and their respective affiliates, from the proceeds of a closed offering, the memorabilia would then transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another memorabilia assets.

 

As of December 31, 2019, no loans were outstanding to either officers or affiliates of the Manager.


F-26


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE D - DEBT

 

On April 30, 2019, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into a $1.5 million revolving line of credit with Silicon Valley Bank. The LoC allowed the Asset Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense is paid monthly by the Asset Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Asset Manager and the Company cancelled the LoC and the Asset Manager repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.

 

Simultaneous with the cancellation of the LoC, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into a $2.25 million demand note (the “DM”) with Upper90. The DM allows the Asset Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. It is anticipated that the Asset Manager will replace the DM with a more permanent piece of debt from Upper90 at essentially the same terms sometime in the second quarter of 2020.

 

As of December 31, 2019, $1,560,000 debt plus $7,800 of accrued interest was outstanding under the DM. Of the $1,560,000 outstanding, $565,000 were related to memorabilia assets and the remainder to assets of the affiliate of the Asset Manager, per the table below:

 

Borrowing Base

Asset Type

Series

Underlying Asset

$ Borrowed

Date Drawn

Automobile

#81AV1

1982 Aston Martin V8 Vantage

$285,000 

12/20/2019

Automobile

#72FG2

1972 Ferrari 365 GT C/4

275,000 

12/20/2019

Automobile

#95FF1

1995 Ferrari 355 Spider

105,000 

12/20/2019

Automobile

#03SS1

2003 Series Saleen S7

330,000 

12/20/2019

Memorabilia

#98JORDAN

1998 Michael Jordan Jersey

120,000 

12/20/2019

Memorabilia

#33RUTH

1933 Babe Ruth Card

74,000 

12/20/2019

Memorabilia

#56MANTLE

1956 Mickey Mantle Card

9,000 

12/20/2019

Memorabilia

#88JORDAN

1988 Air Jordan III Sneakers

20,000 

12/20/2019

Memorabilia

#AGHOWL

First Edition Howl and Other Poems

15,500 

12/20/2019

Memorabilia

#ROOSEVELT

First Edition African Game Trails

17,000 

12/20/2019

Memorabilia

#ULYSSES

1935 First Edition Ulysses

22,000 

12/20/2019

Memorabilia

#YOKO

First Edition Grapefruit

12,500 

12/20/2019

Memorabilia

#BIRKINBOR

2015 Hermès Bordeaux Birkin

50,000 

12/20/2019

Memorabilia

#HIMALAYA

2014 Hermès Himalaya Birkin

130,000 

12/20/2019

Memorabilia

#SPIDER1

1963 Amazing Spider-Man #1

20,000 

12/20/2019

Memorabilia

#BATMAN3

1940 Batman #3

75,000 

12/20/2019

Total

 

 

$1,560,000 

 

 

Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of an affiliate of the Asset Manager.


F-27


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

Overview of Revenues

As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date.  In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.

 

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular memorabilia asset and Operating Expenses related to the management of such memorabilia assets.

 

Fees and expenses related to the purchase of an underlying memorabilia asset include Offering Expenses, Acquisition Expenses Brokerage Fee, Custody Fee and Sourcing Fee.

 

Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the closing of an offering and those incurred after the closing of an offering. Although these pre- and post- closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).

 

Allocation Methodology

Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying memorabilia assets or the number of memorabilia, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.


F-28


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)

 

Allocation Methodology or Description by Category

Revenue: Revenues from the anticipated commercialization of the collection of memorabilia will be allocated amongst the Series whose underlying memorabilia are part of the commercialization events, based on the value of the underlying memorabilia assets. No revenues attributable directly to the Company or any Series have been generated during the period from January 3, 2019 to December 31, 2019.  

Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. Offering Expenses are charged to a specific Series. 

Acquisition Expenses: Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon closing of the offering for the Series Interests.  

Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering (see note B(7)) and is charged to the specific Series. Losses incurred related to closed offerings, due to shortfalls between proceeds from closed offerings and costs incurred in relation to these offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).  

Brokerage Fee: The Brokerage Fee is paid to the broker of record from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.  

Custody Fee: The Custody Fee is paid to the custody broker from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.  

Operating Expenses: Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs and other Series related Operating Expenses, are expensed as incurred: 

oPre-closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.  

oPost-closing Operating Expenses are the responsibility of each individual Series.  

oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:  

Insurance: based on the premium rate allocated by value of the Underlying Assets 

Storage: based on the number of Underlying Assets 


F-29 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

 

Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:

 

i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations. 

ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series. 

iii)Thereafter, at least 50% of Free Cash Flow (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to interest holders of a particular Series. 

iv)The Manager may receive up to 50% of Free Cash Flow in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series. 

 

“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.

 

As of December 31, 2019, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series.


F-30 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements



F-30 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE G - INCOME TAX

 

As of December 31, 2019, each individual Series has elected to be treated as a corporation for tax purposes.

 

No provision for income taxes for the period from January 3, 2019 to December 31, 2019 has been recorded for any individual Series as all individual Series incurred net losses.  Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized.  The Company’s net deferred tax assets at December 31, 2019 are fully offset by a valuation allowance, and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2019 has been recognized. Losses incurred after January 1, 2019 do not expire for federal income tax purposes.

 

Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Archive has elected to be treated as a partnership; thus, for the period from January 3, 2019 through December 31, 2019 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.

 

Period from January 3, 2019 through December 31, 2019:

 

Applicable Series

Federal Tax Benefit at Statutory Rate

Change in Valuation Allowance

Benefit for Income Taxes

Series #52MANTLE

$ (127)

$ 127

$ -

Series #71MAYS

(63)

63

-

Series #RLEXPEPSI

(47)

47

-

Series #10COBB

(49)

49

-

Series #POTTER

(41)

41

-

Series #TWOCITIES

(30)

30

-

Series #FROST

(29)

29

-

Series #BIRKINBLU

(45)

45

-

Series #SMURF

(69)

69

-

Series #70RLEX

(22)

22

-

Series #EINSTEIN

(15)

15

-

Series #HONUS

(203)

203

-

Series #75ALI

(18)

18

-

Series #71ALI

(12)

12

-

Total

$ (770)

$ 770

$ -

 

 

 

 

 

 

 

 


F-31 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE G - INCOME TAX (CONTINUED)

 

Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2019, consisting of net operating losses, were as follows:

 

Federal Loss Carry-forward

Applicable Series

Federal Loss Carry-forward

Valuation Allowance

Net Deferred Tax Asset

Series #52MANTLE

$ (127)

$ 127

$ -

Series #71MAYS

(63)

63

-

Series #RLEXPEPSI

(47)

47

-

Series #10COBB

(49)

49

-

Series #POTTER

(41)

41

-

Series #TWOCITIES

(30)

30

-

Series #FROST

(29)

29

-

Series #BIRKINBLU

(45)

45

-

Series #SMURF

(69)

69

-

Series #70RLEX

(22)

22

-

Series #EINSTEIN

(15)

15

-

Series #HONUS

(203)

203

-

Series #75ALI

(18)

18

-

Series #71ALI

(12)

12

-

Total

$ (770)

$ 770

$ -

 

 

 

 

 

 

 

 

 

Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.

 


F-32 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE H - CONTINGENCIES

 

COVID-19

 

The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.

 

 

Restriction on Sale of Series #HONUS

 

Without the Company’s prior written consent (which may be withheld in the Company’s sole discretion), the Asset Seller will not, directly or indirectly, offer, pledge, sell, transfer, hypothecate, mortgage, grant or encumber, sell or grant any option, purchase any option, enter into any arrangement or contract to do any of the foregoing, or otherwise transfer, dispose or encumber the Asset Seller’s Equity Interest.  

Without the Asset Seller’s prior written consent, the Company will not sell the Underlying Asset within 36-months of the Closing.  

The Company will not sell the Underlying Asset for a purchase price of less than $1,900,000.00 without the Asset Seller’s prior written consent.  

For a 10 year period following the Closing, the Company (or our designee(s)) will have the right, exercisable at any time upon written notice to the Asset Seller, to repurchase from the Asset Seller the Asset Seller Equity Interest for a purchase price valuing the Series at no less than $1,900,000.00.  In the event the Company exercises this right, the Asset Seller will execute and deliver or cause to be executed and delivered to us such agreements or instruments as we may reasonably request, in order to facilitate such repurchase. 

If the Underlying Asset is sold within 5 years of the Closing, the Company will use commercially reasonable efforts to include as a condition in the sale agreement relating to such sale that purchaser of the Underlying Asset must lend the Underlying Asset to the Asset Seller for 60 days per calendar year for a 24-month period post-sale.  The Company will have no further obligation to the Asset Seller once the Company sells the Underlying Asset. 


F-33 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE I - SUBSEQUENT EVENTS

 

Subsequent Offerings

The table below shows all offerings, which have closed after the date of the financial statements through March 31, 2020.

Series Interest

Series Name

Underlying Asset

Offering Size

Opening Date

Closing Date

Status

Comments

Series #88JORDAN Interest

Series Michael Jordan 1988 Sneakers

1988 Michael Jordan Nike Air Jordan III Sneakers

$22,000

1/19/2020

1/27/2019

Closed

• Purchase Agreement to acquire the Underlying Asset for $20,000 entered on 10/16/2019 with expiration on 12/16/2019
• $22,000 Offering closed on 1/27/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #56MANTLE Interest

Series 1956 Topps Mickey Mantle Card

1956 Topps #135 Mickey Mantle Card

$10,000

1/3/2020

3/11/2020

Closed

• Acquired Underlying Asset for $9,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager

• $10,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #BIRKINBOR Interest

Series Hermès Bordeaux Porosus Birkin Bag

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

$52,500

2/14/2020

2/20/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $50,000 entered on 11/20/2019
• Down-payment of $12,500 on 12/26/2019 and final payment of $37,500 on 1/7/2020 were made and financed through non-interest-bearing payments from the Manager
• $52,500 Offering closed on 02/20/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #33RUTH Interest

Series 1933 Goudey Babe Ruth Card

1933 Goudey #144 Babe Ruth Card

$77,000

2/21/2020

2/26/2020

Closed

• Acquired Underlying Asset for $74,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager

Series #SPIDER1 Interest

Series 1963 Amazing Spider-Man #1

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

$22,000

2/28/2020

3/4/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $20,000 entered on 11/27/2019
• Down-payment of $5,000 on 11/27/2019 and final payment of $15,000 on 1/3/2020 were made and financed through non-interest-bearing payments from the Manager
• $22,000 Offering closed on 3/4/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #BATMAN3 Interest

Series 1940 Batman #3

1940 D.C. Comics Batman #3 CGC NM 9.4

$78,000

2/28/2020

3/4/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $75,000 entered on 11/27/2019
• Down-payment of $18,750 on 11/27/2019 and final payment of $56,250 on 1/3/2020 were made and financed through non-interest-bearing payments from the Manager
• $78,000 Offering closed on 3/4/2020 and payments made by the Manager and other Obligations were paid through the proceeds


F-34 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE I - SUBSEQUENT EVENTS (CONTINUED)

 

Series Interest

Series Name

Underlying Asset

Offering Size

Opening Date

Closing Date

Status

Comments

Series #AGHOWL Interest

Series Howl and Other Poems

First Edition Howl and Other Poems

$19,000

3/6/2020

3/11/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $15,500 entered on 7/30/2019
• Down-payment of $2,300 on 8/9/2019 and final payment of $13,200 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $19,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #ROOSEVELT Interest

Series African Game Trails

First Edition African Game Trails

$19,500

3/6/2020

3/10/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $17,000 entered on 7/30/2019
• Down-payment of $2,550 on 8/9/2019 and final payment of $14,450 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $19,500 Offering closed on 3/10/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #ULYSSES Interest

Series Ulysses

1935 First Edition Ulysses

$25,500

3/6/2020

3/10/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $22,000 entered on 7/30/2019
• Down-payment of $3,400 on 8/9/2019 and final payment of $18,600 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $25,500 Offering closed on 3/10/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #98JORDAN Interest

Series Michael Jordan Jersey

1998 Michael Jordan Jersey

$128,000

3/13/2020

3/22/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $120,000 entered on 4/26/2019
• Down-payment of $60,000 on 5/2/2019 and final payment of $60,000 on 07/1/2019 were made and financed through non-interest-bearing payments from the Manager

• $128,000 Offering closed on 3/22/2020 and payments made by the Manager and other Obligations were paid through the proceeds

 

The Company expects to launch and close additional offerings throughout the remainder of the year and beyond.

 

Asset Disposition

 

On February 1, 2020, the Company received an unsolicited take-over offer for Series “Fight of The Century” Contract, the Underlying Asset for Series #71ALI, in the amount of $40,000. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board has evaluated the offer and has determined that it is in the interest of the Investors to sell the Series “Fight of The Century” Contract. The purchase and sale agreement was executed on February 7, 2020.


F-35 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE J - RESTATEMENT

 

During the period from January 3, 2019 through December 31, 2019, the Company incorrectly included the non-cash membership interests issued  as part of the total consideration issued by the Company to the  sellers of Series #HONUS and Series #71MAYS, in the statements of cash flows, for each of these two individual Series and in the consolidated statement of the Company.  As a result, the Cash Flows from Investing Activities and Cash Flows from Financing Activities for these two Series and the consolidated amounts have been restated to appropriately reflect the amount of cash consideration that was (i) paid for the specific assets and recorded as Investment in Memorabilia in Cash Flows from Investing Activities, and (ii) received by the Series through the offering of membership interests and recorded as Proceeds from Sale of Membership Interest in Cash Flows from Financing Activities.  The error had no effect on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of members’ equity (deficit).

 

The specific adjustments related to each Series and the total consolidated amounts of the Company in the Statement of Cash Flows follows:

 

 

 

Series #HONUS

 

 

As Originally Filed

 

Adjustment

 

As Restated

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

    Investment in memorabilia

 

($500,028)

 

$275,028

 

($225,000)

    Net cash used in investing activities

 

($500,028)

 

$275,028

 

($225,000)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

    Proceeds from sale of membership interests

 

$505,328

 

($275,028)

 

$230,300

    Net cash provided by financing activities

 

$505,328

 

($275,028)

 

$230,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series #71MAYS

 

 

As Originally Filed

 

Adjustment

 

As Restated

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

    Investment in memorabilia

 

($52,500)

 

$5,250

 

($47,250)

    Net cash used in investing activities

 

($52,500)

 

$5,250

 

($47,250)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

    Proceeds from sale of membership interests

 

$54,100

 

($5,250)

 

$48,850

    Net cash provided by financing activities

 

$54,100

 

($5,250)

 

$48,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

As Originally Filed

 

Adjustment

 

As Restated

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

    Investment in memorabilia

 

($1,301,928)

 

$280,278

 

($1,021,650)

    Net cash used in investing activities

 

($1,584,178)

 

$280,278

 

($1,303,900)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

    Proceeds from sale of membership interests

 

$1,030,158

 

($280,278)

 

$749,880

    Net cash provided by financing activities

 

$1,608,178

 

($280,278)

 

$1,327,900


F-36 



EXHIBIT INDEX

 

Exhibit 2.1 – Certificate of Formation for RSE Archive, LLC (1)

Exhibit 2.2 – Amended and Restated Operating Agreement for RSE Archive, LLC (3)

Exhibit 2.3 – Certificate of Formation for RSE Archive Manager, LLC (1)

Exhibit 2.4 – Operating Agreement for RSE Archive Manager, LLC (2)

Exhibit 3.1 – Form of Series Designation (1)

Exhibit 4.1 – Amended and Restated Form of Subscription Agreement (4)

Exhibit 6.1 – Amended and Restated Form of Asset Management Agreement (9)

Exhibit 6.2 – Broker of Record Agreement (1)

Exhibit 6.3 Purchase Option Agreement in respect of Series #10COBB Asset (1)

Exhibit 6.4 Purchase Option Agreement in respect of Series #52MANTLE Asset (1)

Exhibit 6.5 Purchase Option Agreement in respect of Series #71ALI Asset (1)

Exhibit 6.6 Purchase Option Agreement in respect of Series #71MAYS Asset (1)

Exhibit 6.7 Purchase Option Agreement in respect of Series #98JORDAN Asset (1)

Exhibit 6.8 Purchase Option Agreement in respect of Series #AGHOWL Asset (1)

Exhibit 6.9 Purchase Option Agreement in respect of Series #EINSTEIN Asset (1)

Exhibit 6.10 Purchase Option Agreement in respect of Series #FROST Asset (1)

Exhibit 6.11 Purchase Option Agreement in respect of Series #POTTER Asset (1)

Exhibit 6.12 Purchase Option Agreement in respect of Series #ROOSEVELT Asset (1)

Exhibit 6.13 Purchase Option Agreement in respect of Series #TWOCITIES Asset (1)

Exhibit 6.14 Purchase Option Agreement in respect of Series #ULYSSES Asset (1)

Exhibit 6.15 Purchase Option Agreement in respect of Series #YOKO Asset (1)

Exhibit 6.16 Purchase Agreement in respect of Series #70RLEX Asset (3)

Exhibit 6.17 Purchase Agreement in respect of Series #RLEXPEPSI Asset (3)

Exhibit 6.18 Purchase Agreement in respect of Series #SMURF Asset (5)

Exhibit 6.19 Purchase Agreement in respect of Series #APEOD Asset (5)

Exhibit 6.20 Purchase Agreement in respect of Series #APROAK Asset (5)

Exhibit 6.21 Purchase Option Agreement in respect of Series #15PTKWT Asset (5)

Exhibit 6.22 Purchase Agreement in respect of Series #18ZION Asset (5)

Exhibit 6.23 Purchase Agreement in respect of Series #75ALI Asset (5)

Exhibit 6.24 Purchase Agreement in respect of Series #88JORDAN Asset (5)

Exhibit 6.25 Purchase Agreement in respect of Series #APOLLO11 Asset (5)

Exhibit 6.26 Purchase Agreement in respect of Series #BIRKINBLEU Asset (5)

Exhibit 6.27 Purchase Agreement in respect of Series #SNOOPY Asset (6)

Exhibit 6.28 Purchase Option Agreement in respect of Series #HONUS Asset (6)

Exhibit 6.29 Purchase Agreement in respect of Series #24RUTHBAT Asset (7)

Exhibit 6.30 Purchase Agreement in respect of Series #33RUTH Asset (7)

Exhibit 6.31 Purchase Agreement in respect of Series #56MANTLE Asset (7)

Exhibit 6.32 Purchase Option Agreement in respect of Series #BIRKINBOR Asset (7)

Exhibit 6.33 Purchase Option Agreement in respect of Series #HIMALAYA Asset (7)

Exhibit 6.34 Purchase Option Agreement in respect of Series #SPIDER1 Asset (7)

Exhibit 6.35 Purchase Option Agreement in respect of Series #BATMAN3 Asset (7)

Exhibit 6.36 Purchase Agreement in respect of Series #BOND1 Asset (8)

Exhibit 6.37 Purchase Agreement in respect of Series #CATCHER Asset (8)

Exhibit 6.38 Purchase Agreement in respect of Series #LOTR Asset (8)

Exhibit 6.40 Purchase Agreement in respect of Series #AMZFNT1 Asset (8)

Exhibit 6.41 Purchase Agreement in respect of Series #HULK1 Asset (8)

Exhibit 6.42 Purchase Agreement in respect of Series #BATMAN1 Asset (8)

Exhibit 6.43 Purchase Agreement in respect of Series #55CLEMENTE Asset (8)

Exhibit 6.44 Purchase Agreement in respect of Series #38DIMAGGIO Asset (8)

Exhibit 6.45 Purchase Agreement in respect of Series #RUTHBALL1 Asset (8)

Exhibit 6.46 Purchase Agreement in respect of Series #86JORDAN Asset (9)

Exhibit 6.47 Purchase Agreement in respect of Series #GMTBLACK1 Asset (9)


III-1



Exhibit 6.48 Purchase Agreement in respect of Series #SHKSPR4 Asset (9)

Exhibit 6.49 Purchase Agreement in respect of Series #50JACKIE Asset (9)

Exhibit 6.50 Purchase Agreement in respect of Series #POKEMON1 Asset (9)

Exhibit 6.51 Purchase Option Agreement in respect of Series #FANFOUR1 Asset (9)

Exhibit 6.52 Purchase Agreement in respect of Series #CHURCHILL Asset (9)

Exhibit 6.53 Purchase Agreement in respect of Series #ANMLFARM Asset (9)

Exhibit 6.54 Purchase Option Agreement in respect of Series #CAPTAIN3 Asset (9)

Exhibit 6.55 Purchase Option Agreement in respect of Series #SUPER21 Asset (9)

Exhibit 6.56 Purchase Option Agreement in respect of Series #SOBLACK Asset (9)

Exhibit 6.57 Purchase Option Agreement in respect of Series #FAUBOURG Asset (9)

Exhibit 6.58 Purchase Option Agreement in respect of Series #BIRKINTAN Asset (9)

Exhibit 6.59 Upper90 Secured Demand Promissory Term Note (9)

Exhibit 6.60 - Purchase Agreement in respect of Series #56TEDWILL Asset

Exhibit 6.61 - Purchase Agreement in respect of Series #03LEBRON Asset

Exhibit 6.62 - Purchase Agreement in respect of Series #03JORDAN Asset

Exhibit 6.63 - Purchase Agreement in respect of Series #68MAYS Asset

Exhibit 6.64 - Purchase Agreement in respect of Series #51MANTLE Asset

Exhibit 6.65 - Purchase Option Agreement in respect of Series #85MARIO Asset

Exhibit 6.66 - Purchase Agreement in respect of Series #TKAM Asset

Exhibit 6.67 - Purchase Option Agreement in respect of Series #TMNT1 Asset

Exhibit 6.68 - Purchase Agreement in respect of Series #LINCOLN Asset

Exhibit 6.69 - Purchase Agreement in respect of Series #61JFK Asset

Exhibit 6.70 - Purchase Option Agreement in respect of Series #GATSBY Asset

Exhibit 6.71 - Purchase Option Agreement in respect of Series #NEWTON Asset

Exhibit 6.72 - Purchase Agreement in respect of Series #BATMAN6 Asset

Exhibit 6.73 - Purchase Agreement in respect of Series #STARWARS1 Asset

Exhibit 6.74 - Purchase Agreement in respect of Series #DAREDEV1 Asset

Exhibit 8.1 – Subscription Escrow Agreement (1)

Exhibit 8.2 Custodian Agreement with DriveWealth, LLC (9)

Exhibit 11.1 – Consent of EisnerAmper LLP

Exhibit 12.1 – Opinion of Duane Morris LLP

Exhibit 13.1 – Amended and Restated Testing the Water Materials (3)

 

(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on August 13, 2019 

(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on August 19, 2019  

(3)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on September 16, 2019 

(4)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on October 4, 2019 

(5)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on October 21, 2019 

(6)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on November 15, 2019 

(7)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on December 5, 2019 

(8)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on February 7, 2020 

(9)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on March 31, 2020 


III-2




III-2



SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RSE ARCHIVE MANAGER, LLC

By: RSE Markets, Inc., its managing member

 

 

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

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

Signature

Title

Date

 

 

 

 

/s/ Christopher Bruno                       

Name: Christopher Bruno

President of RSE Markets, Inc.

(Principal Executive Officer)

 

May 22, 2020

 

 

 

 

 

/s/ Maximilian F. Niederste-Ostholt

Name: Maximilian F. Niederste-Ostholt

Chief Financial Officer of

RSE Markets, Inc.

(Principal Financial Officer)

 

May 22, 2020

RSE ARCHIVE MANAGER, LLC

 

 

 

 

By: /s/ Christopher Bruno                

Name: Christopher Bruno

Title: President

 

Managing Member

May 22, 2020