PART II AND III 2 rse1apos.htm POST-QUAL AMENDMENT #17

EXPLANATORY NOTE

 

This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Collection, LLC (the “Company”). The offering statement was originally filed by the Company on June 30, 2017 and has been amended by the Company 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 (the “SEC”) on August 10, 2017.

 

Different Series of the Company have already been offered, or have been qualified but not yet launched as of the date hereof, by the Company under the offering statement, as amended and qualified. Each such Series of the Company will continue to be offered and sold by the Company 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 amend, update and/or replace certain information contained in the Offering Circular. The Series already offered, or qualified but not yet launched as of the date hereof, under the offering statement are outlined in the Master Series Table contained in the section titled “The Interest in Series Covered by This Amendment” of the Offering Circular to this post-qualification amendment.



This Post-Qualification Offering Circular Amendment No. 17 amends the Post-Qualification Offering Circular Amendment No. 16 of RSE Collection LLC, dated August 29, 2019, as qualified on September 11, 2019, 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. See “Incorporation by Reference of Offering Circular” below. 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. 17

SUBJECT TO COMPLETION; DATED SEPTEMBER 24, 2019

 

 


RSE COLLECTION, LLC

 

 

250 LAFAYETTE STREET, 3RD 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 Collection, LLC (the “Company,” “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 #69BM1

Per Unit

$57.50

 

$57.50

 

 

Total Minimum

$103,500

 

$103,500

 

 

Total Maximum

$115,000

 

$115,000

 

 

 

 

 

 

 

Series #85FT1

Per Unit

$82.50

 

$82.50

 

 

Total Minimum

$148,500

 

$148,500

 

 

Total Maximum

$165,000

 

$165,000

 

 

 

 

 

 

 

Series #88LJ1

Per Unit

$67.50

 

$67.50

 

 

Total Minimum

$121,500

 

$121,500

 

 

Total Maximum

$135,000

 

$135,000

 

 

 

 

 

 

 

Series #55PS1

Per Unit

$212.50

 

$212.50

 

 

Total Minimum

$382,500

 

$382,500

 

 

Total Maximum

$425,000

 

$425,000

 

 

 

 

 

 

 



Series #95BL1

Per Unit

$59.25

 

$59.25

 

 

Total Minimum

$106,650

 

$106,650

 

 

Total Maximum

$118,500

 

$118,500

 

 

 

 

 

 

 

Series #89PS1

Per Unit

$82.50

 

$82.50

 

 

Total Minimum

$148,500

 

$148,500

 

 

Total Maximum

$165,000

 

$165,000

 

 

 

 

 

 

 

Series #90FM1

Per Unit

$8.25

 

$8.25

 

 

Total Minimum

$14,850

 

$14,850

 

 

Total Maximum

$16,500

 

$16,500

 

 

 

 

 

 

 

Series #83FB1

Per Unit

$70.00

 

$70.00

 

 

Total Minimum

$315,000

 

$315,000

 

 

Total Maximum

$350,000

 

$350,000

 

 

 

 

 

 

 

Series #98DV1

Per Unit

$65.00

 

$65.00

 

 

Total Minimum

$117,000

 

$117,000

 

 

Total Maximum

$130,000

 

$130,000

 

 

 

 

 

 

 

Series #06FS1

Per Unit

$39.80

 

$39.80

 

 

Total Minimum

$174,125

 

$174,125

 

 

Total Maximum

$209,000

 

$209,000

 

 

 

 

 

 

 

Series #93XJ1

Per Unit

$99.00

 

$99.00

 

 

Total Minimum

$445,500

 

$445,500

 

 

Total Maximum

$495,000

 

$495,000

 

 

 

 

 

 

 

Series #02AX1

Per Unit

$54.00

 

$54.00

 

 

Total Minimum

$97,200

 

$97,200

 

 

Total Maximum

$108,000

 

$108,000

 

 

 

 

 

 

 

Series #99LE1

Per Unit

$34.75

 

$34.75

 

 

Total Minimum

$62,550

 

$62,550

 

 

Total Maximum

$69,500

 

$69,500

 

 

 

 

 

 

 

Series #91MV1

Per Unit

$19.00

 

$19.00

 

 

Total Minimum

$34,200

 

$34,200

 

 

Total Maximum

$38,000

 

$38,000

 

 

 

 

 

 

 

Series #92LD1

Per Unit

$55.00

 

$55.00

 

 

Total Minimum

$148,500

 

$148,500

 

 

Total Maximum

$165,000

 

$165,000

 



 

 

 

 

 

 

Series #94DV1

Per Unit

$28.75

 

$28.75

 

 

Total Minimum

$51,750

 

$51,750

 

 

Total Maximum

$57,500

 

$57,500

 

 

 

 

 

 

 

Series #00FM1

Per Unit

$24.75

 

$24.75

 

 

Total Minimum

$44,550

 

$44,550

 

 

Total Maximum

$49,500

 

$49,500

 

 

 

 

 

 

 

Series #72MC1

Per Unit

$62.25

 

$62.25

 

 

Total Minimum

$112,050

 

$112,050

 

 

Total Maximum

$124,500

 

$124,500

 

 

 

 

 

 

 

Series #06FG1

Per Unit

$64.00

 

$64.00

 

 

Total Minimum

$288,000

 

$288,000

 

 

Total Maximum

$320,000

 

$320,000

 

 

 

 

 

 

 

Series #11BM1

Per Unit

$42.00

 

$42.00

 

 

Total Minimum

$75,600

 

$75,600

 

 

Total Maximum

$84,000

 

$84,000

 

 

 

 

 

 

 

Series #80LC1

Per Unit

$127.00

 

$127.00

 

 

Total Minimum

$571,500

 

$571,500

 

 

Total Maximum

$635,000

 

$635,000

 

 

 

 

 

 

 

Series #02BZ1

Per Unit

$65.00

 

$65.00

 

 

Total Minimum

$175,500

 

$175,500

 

 

Total Maximum

$195,000

 

$195,000

 

 

 

 

 

 

 

Series #88BM1

Per Unit

$47.00

 

$47.00

 

 

Total Minimum

$126,900

 

$126,900

 

 

Total Maximum

$141,000

 

$141,000

 

 

 

 

 

 

 

Series #63CC1

Per Unit

$63.00

 

$63.00

 

 

Total Minimum

$113,400

 

$113,400

 

 

Total Maximum

$126,000

 

$126,000

 

 

 

 

 

 

 

Series #76PT1

Per Unit

$63.30

 

$63.30

 

 

Total Minimum

$170,910

 

$170,910

 

 

Total Maximum

$189,900

 

$189,900

 

 

 

 

 

 

 



Series #75RA1

Per Unit

$28.00

 

$28.00

 

 

Total Minimum

$75,600

 

$75,600

 

 

Total Maximum

$84,000

 

$84,000

 

 

 

 

 

 

 

Series #65AG1

Per Unit

$89.25

 

$89.25

 

 

Total Minimum

$160,650

 

$160,650

 

 

Total Maximum

$178,500

 

$178,500

 

 

 

 

 

 

 

Series #93FS1

Per Unit

$68.75

 

$68.75

 

 

Total Minimum

$123,750

 

$123,750

 

 

Total Maximum

$137,500

 

$137,500

 

 

 

 

 

 

 

Series #61JE1

Per Unit

$82.00

 

$82.00

 

 

Total Minimum

$221,400

 

$221,400

 

 

Total Maximum

$246,000

 

$246,000

 

 

 

 

 

 

 

Series #90MM1

Per Unit

$5.32

 

$5.32

 

 

Total Minimum

$23,940

 

$23,940

 

 

Total Maximum

$26,600

 

$26,600

 

 

 

 

 

 

 

Series #65FM1

Per Unit

$41.25

 

$41.25

 

 

Total Minimum

$74,250

 

$74,250

 

 

Total Maximum

$82,500

 

$82,500

 

 

 

 

 

 

 

Series #88PT1

Per Unit

$30.00

 

$30.00

 

 

Total Minimum

$54,990

 

$54,990

 

 

Total Maximum

$66,000

 

$66,000

 

 

 

 

 

 

 

Series #94LD1

Per Unit

$119.50

 

$119.50

 

 

Total Minimum

$537,750

 

$537,750

 

 

Total Maximum

$597,500

 

$597,500

 

 

 

 

 

 

 

Series #72FG1

Per Unit

$63.00

 

$63.00

 

(4)

Total Minimum

$287,290

 

$287,290

 

 

Total Maximum

$345,000

 

$345,000

 

 

 

 

 

 

 

Series #82AB1

Per Unit

$58.86

 

$58.86

 

(4)

Total Minimum

$107,897

 

$107,897

 

 

Total Maximum

$129,500

 

$129,500

 

 

 

 

 

 

 

Series #90ME1

Per Unit

$137.50

 

$137.50

 

 

Total Minimum

$247,500

 

$247,500

 

 

Total Maximum

$275,000

 

$275,000

 



 

 

 

 

 

 

Series #91GS1

Per Unit

$18.75

 

$18.75

 

(4)

Total Minimum

$34,369

 

$34,369

 

 

Total Maximum

$41,250

 

$41,250

 

 

 

 

 

 

 

Series #99FG1

Per Unit

$66.25

 

$66.25

 

(4)

Total Minimum

$121,436

 

$121,436

 

 

Total Maximum

$145,750

 

$145,750

 

 

 

 

 

 

 

Series #03PG1

Per Unit

$48.00

 

$48.00

 

 

Total Minimum

$129,600

 

$129,600

 

 

Total Maximum

$144,000

 

$144,000

 

 

 

 

 

 

 

Series #12MM1

Per Unit

$62.50

 

$62.50

 

(4)

Total Minimum

$112,500

 

$112,500

 

 

Total Maximum

$125,000

 

$125,000

 

 

 

 

 

 

 

Series #87FF1

Per Unit

$59.00

 

$59.00

 

(4)

Total Minimum

$106,200

 

$106,200

 

 

Total Maximum

$118,000

 

$118,000

 

 

 

 

 

 

 

Series #91DP1

Per Unit

$79.50

 

$79.50

 

(4)

Total Minimum

$357,750

 

$357,750

 

 

Total Maximum

$397,500

 

$397,500

 

 

 

 

 

 

 

Series #61MG1

Per Unit

$68.00

 

$68.00

 

 

Total Minimum

$306,000

 

$306,000

 

 

Total Maximum

$340,000

 

$340,000

 

 

 

 

 

 

 

Series #82AV1

Per Unit

$148.75

 

$148.75

 

 

Total Minimum

$267,750

 

$267,750

 

 

Total Maximum

$297,500

 

$297,500

 

 

 

 

 

 

 

Series #88LL1

Per Unit

$146.00

 

$146.00

 

 

Total Minimum

$233,600

 

$233,600

 

 

Total Maximum

$292,000

 

$292,000

 

 

 

 

 

 

 

Series #89FT1

Per Unit

$45.00

 

$45.00

 

 

Total Minimum

$144,000

 

$144,000

 

 

Total Maximum

$180,000

 

$180,000

 

 

 

 

 

 

 



Series #99SS1

Per Unit

$137.50

 

$137.50

 

 

Total Minimum

$110,000

 

$110,000

 

 

Total Maximum

$137,500

 

$137,500

 

 

 

 

 

 

 

Series #66AV1

Per Unit

$161.67

 

$161.67

 

(4)

Total Minimum

$388,000

 

$388,000

 

 

Total Maximum

$485,000

 

$485,000

 

 

 

 

 

 

 

Series #92CC1

Per Unit

$26.25

 

$26.25

 

 

Total Minimum

$42,000

 

$42,000

 

 

Total Maximum

$52,500

 

$52,500

 

 

 

 

 

 

 

Series #94FS1

Per Unit

$72.50

 

$72.50

 

 

Total Minimum

$116,000

 

$116,000

 

 

Total Maximum

$145,000

 

$145,000

 

 

 

 

 

 

 

Series #55MG1

Per Unit

$1,250.00

 

$1,250.00

 

(4)

Total Minimum

$1,000,000

 

$1,000,000

 

 

Total Maximum

$1,250,000

 

$1,250,000

 

 

 

 

 

 

 

Series #65PT1

Per Unit

$67.50

 

$67.50

 

(4)

Total Minimum

$108,000

 

$108,000

 

 

Total Maximum

$135,000

 

$135,000

 

 

 

 

 

 

 

Series #67FS1

Per Unit

$45.00

 

$45.00

 

(4)

Total Minimum

$144,000

 

$144,000

 

 

Total Maximum

$180,000

 

$180,000

 

 

 

 

 

 

 

Series #72FG2

Per Unit

$98.33

 

$98.33

 

 

Total Minimum

$236,000

 

$236,000

 

 

Total Maximum

$295,000

 

$295,000

 

 

 

 

 

 

 

Series #73FD1

Per Unit

$142.50

 

$142.50

 

(4)

Total Minimum

$228,000

 

$228,000

 

 

Total Maximum

$285,000

 

$285,000

 

 

 

 

 

 

 

Series #76FG1

Per Unit

$37.00

 

$37.00

 

(4)

Total Minimum

$148,000

 

$148,000

 

 

Total Maximum

$185,000

 

$185,000

 

 

 

 

 

 

 

Series #89FG1

Per Unit

$26.25

 

$26.25

 

(4)

Total Minimum

$84,000

 

$84,000

 

 

Total Maximum

$105,000

 

$105,000

 



 

 

 

 

 

 

Series #89NG1

Per Unit

$26.67

 

$26.67

 

(4)

Total Minimum

$64,000

 

$64,000

 

 

Total Maximum

$80,000

 

$80,000

 

 

 

 

 

 

 

Series #90FF1

Per Unit

$410.00

 

$410.00

 

(4)

Total Minimum

$984,000

 

$984,000

 

 

Total Maximum

$1,230,000

 

$1,230,000

 

 

 

 

 

 

 

Series #95BE1

Per Unit

$170.00

 

$170.00

 

(4)

Total Minimum

$680,000

 

$680,000

 

 

Total Maximum

$850,000

 

$850,000

 

 

 

 

 

 

 

Series #99LD1

Per Unit

$172.50

 

$172.50

 

(4)

Total Minimum

$276,000

 

$276,000

 

 

Total Maximum

$345,000

 

$345,000

 

 

 

 

 

 

 

Series #67FG1

Per Unit

$208.33

 

$208.33

 

(4)

Total Minimum

$500,000

 

$500,000

 

 

Total Maximum

$625,000

 

$625,000

 

 

 

 

 

 

 

Series #72PT1

Per Unit

$44.00

 

$44.00

 

(4)

Total Minimum

$176,000

 

$176,000

 

 

Total Maximum

$220,000

 

$220,000

 

 

 

 

 

 

 

Series #67CC1

Per Unit

$100.00

 

$100.00

 

(4)

Total Minimum

$160,000

 

$160,000

 

 

Total Maximum

$200,000

 

$200,000

 

 

 

 

 

 

 

Series #08TR1

Per Unit

$17.00

 

$17.00

 

(4)

Total Minimum

$68,000

 

$68,000

 

 

Total Maximum

$85,000

 

$85,000

 

 

 

 

 

 

 

Series #64AD1

Per Unit

$189.00

 

$189.00

 

(4)

Total Minimum

$756,000

 

$756,000

 

 

Total Maximum

$945,000

 

$945,000

 

 

 

 

 

 

 

Series #95FM1

Per Unit

$230.00

 

$230.00

 

(4)

Total Minimum

$368,000

 

$368,000

 

 

Total Maximum

$460,000

 

$460,000

 

 

(1) Dalmore Group, LLC (the “Broker” or “Dalmore”) will be acting as a broker of record and entitled to a Brokerage Fee as reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses on page 370 and page 371 of the Post-Qualification Amendment to Offering Circular No. 15 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 reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses” on page 370 and page 371 of the Post-Qualification Amendment to Offering Circular No. 15 for additional information. For all offerings of the Company which closed or launch prior to the agreement with DriveWealth, signed on March 2, 2018, interests are transferred into the DriveWealth 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 Broker, 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 “Platform”, as described in greater detail under “Plan of Distribution and Subscription Procedure” on page 365 of the Post-Qualification Amendment to Offering Circular No. 15 for additional information.

(4) Amounts for Series are subject to final execution of purchase option agreements or purchase agreements.

 

RSE Collection, LLC, a Delaware series limited liability company (“we,” “us,” “our,” “RSE Collection” or 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 blue or yellow in the “Interests in Series Covered by this Amendment” section. Series not highlighted in blue or yellow 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 Broker, 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 will occur. It is anticipated that Interests will be offered and sold only in states where the Broker is registered as a broker-dealer.  For the avoidance of doubt, the Broker 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” and each, individually, as a “Series”.  The interests of all Series described above may collectively be referred to herein as the “Interests” and each, individually, as an “Interest” and the offerings of the Interests may collectively be referred to herein as the “Offerings” and each, individually, as an “Offering.”  See “Description of the Interests Offered” on page 73 of the Post-Qualification Amendment to Offering Circular No. 16 for additional information regarding the Interests.

The Company is managed by RSE Markets, Inc., a Delaware corporation (the “Manager”). RSE Markets will also 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.

It is anticipated that the Company’s core business will be the identification, acquisition, marketing and management of collectible automobiles, collectively referred to as “Automobile 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” or each, individually, as an “Underlying Asset.” 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 “Automobile Seller” or the “Asset Seller”. See “Description of the Business” on page 374 of the Post-Qualification Amendment to Offering Circular No. 15 for additional information regarding the Asset Class.

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 collection of Underlying Assets at the Membership Experience Programs.  

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 Broker is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest-bearing escrow account with 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” on page 365 of the Post-Qualification Amendment to Offering Circular No. 15 and “Description of Interests Offeredon page 73 of the Post-Qualification Amendment to Offering Circular No. 16 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 Operating



Agreement of the Company, 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 can guarantee future performance, or that future developments affecting the Company, the 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” on page 30 of the Post-Qualification Amendment to Offering Circular No. 16 and “Cautionary Note Regarding Forward-Looking Statements” on page 12 of the Post-Qualification Amendment to Offering Circular No. 15 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. See the “Risk Factors” section on page 30 of the Post-Qualification Amendment to Offering Circular No. 16.

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 the “Risk Factors” section on page 30 of the Post-Qualification Amendment to Offering Circular No. 16 for a description of some of the risks that should be considered before investing in the Interests.



TABLE OF CONTENTS

RSE COLLECTION, LLC

 

SECTIONPAGE 

Incorporation by Reference of Offering Circular1 

Interests in series covered by this amendment2 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION18 

Plan of Distribution and Subscription Procedure39 

COMPENSATION47 

PRINCIPAL INTEREST HOLDERS48 

RSE COLLECTION, LLC FINANCIAL STATEMENTSF-1 

EXHIBIT INDEXIII-1 




1

DM3\6039835.2


Incorporation by Reference of Offering Circular

 

The Offering Circular, including this Post-Qualification Amendment, is part of an offering statement (File No. 024-10717) 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. 15 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

Cautionary Statement Regarding Forward-Looking Statements 

Dilution 

Use of Proceeds and Asset Descriptions through Post-Qualification Amendment to Offering Circular No. 15 

Description of the Business 

Management 

Material United States Tax Considerations 

Where to Find Additional Information 

1.Part II of the Post-Qualification Amendment to Offering Circular No. 16 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

Offering Summary 

Risk Factors 

Potential Conflicts of Interest 

Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 16 

Description of Interests Offered 

2.Form 1-U for the Sale of Series #00FM1 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

Item 9. Other Events 

3.Form 1-U for the Sale of Series #06FS1 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

Item 9. Other Events 

 

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.


1



2



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.

The Series assets referenced in the Master Series Table below may be referred to herein, collectively, as the “Underlying Assets” or each, individually, as an “Underlying Asset”. 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 “Automobile Seller” or “Asset Seller”.

Series / Series Name

Qualification 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

#77LE1 / Series #77LE1

 

1977 Lotus Esprit S1

$38.85

$77,700

Upfront Purchase

11/17/2016

4/13/2017

Closed

$3,443

2000

• Acquired Underlying Asset for $69,400 on 10/03/2016
• Acquisition financed through a $69,400 loan from an officer of the Manager
• $77,700 Offering closed on 04/13/2017 and the loan plus $241 of accrued interest and other obligations were repaid with the proceeds
• (3) (5)

#69BM1 / Series Boss Mustang

8/10/2017

1969 Ford Mustang Boss 302

$57.50

$115,000

Upfront Purchase

11/20/2017

2/7/2018

Closed

$2,986

2000

• Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager
• $115,000 Offering closed on 02/07/2018 and the loan plus $821 of accrued interest and other obligations were repaid with the proceeds
• (3)

#85FT1 / Series Ferrari Testarossa

9/14/2017

1985 Ferrari Testarossa

$82.50

$165,000

Upfront Purchase

11/23/2017

2/15/2018

Closed

($17,859)

2000

• Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender)
• $165,000 Offering closed on 02/15/2018 and all loans plus accrued interest of $401 and $5,515 and other obligations were repaid with the proceeds
• (3)


2



#88LJ1 / Series Lamborghini Jalpa

9/14/2017

1988 Lamborghini Jalpa

$67.50

$135,000

Upfront Purchase

2/9/2018

4/12/2018

Closed

$578

2000

• Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager
• $135,000 Offering closed on 04/12/2018 and the loan plus $1,126 of accrued interest was repaid with the proceeds
• (3)

#55PS1 / Series Porsche Speedster

9/14/2017

1955 Porsche 356 Speedster

$212.50

$425,000

Purchase Option Agreement

4/2/2018

6/6/2018

Closed

($3,357)

2000

• Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017
• At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an officer of the Manager and a $10,000 down-payment by the Manager
• Subsequently a $100,000 refundable upfront fee was made and financed through a loan to the Company from an officer of the Manager and a payment of $155,000 was made and financed through a payment by the Manager
• $425,000 Offering closed on 06/06/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds
• (3)

#95BL1 / Series BMW M3 Lightweight

5/24/2018

1995 BMW E36 M3 Lightweight

$59.25

$118,500

Upfront Purchase

6/1/2018

7/12/2018

Closed

($444)

2000

• Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender)
• $118,500 Offering closed on 07/12/2018 and all loans and other obligations were repaid with the proceeds
• (3)


3



#89PS1 / Series Porsche 911 Speedster

7/20/2018

1989 Porsche 911 Speedster

$82.50

$165,000

Purchase Option Agreement for minority equity stake

7/23/2018

7/31/2018

Closed

$1,771

2000

• Purchase option agreement to acquire minority equity stake (38%) in Underlying Asset entered on 06/21/2018 for a total cash consideration of $61,000, which valued Underlying Asset at $160,000
• $165,000 Offering closed on 07/31/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds
• The Asset Seller ultimately retained 60% of Interests
• (3)

#90FM1 / Series Ford Mustang 7-Up Edition

7/20/2018

1990 Ford Mustang 7Up Edition

$8.25

$16,500

Purchase Option Agreement for majority equity stake

7/24/2018

7/31/2018

Closed

$464

2000

• Purchase option agreement to acquire majority equity stake (72%) in Underlying Asset entered on 06/15/2018 for a total cash consideration of $10,375, which valued the Underlying Asset at $14,500
• $16,500 Offering closed on 07/31/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds
• The Asset Seller ultimately retained 25% of Interests
• (3)

#83FB1 / Series Ferrari 512

3/29/2018

1983 Ferrari 512 BBi

$70.00

$350,000

Purchase Option Agreement

7/23/2018

9/5/2018

Closed

$9,162

5000

• Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017
• $350,000 Offering closed on 09/05/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds
• (3)


4



#98DV1 / Series Dodge Viper GTS-R

9/17/2018

1998 Dodge Viper GTS-R

$65.00

$130,000

Upfront Purchase

9/27/2018

10/10/2018

Closed

$2,314

2000

• Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an officer of the Manager
• $130,000 Offering closed on 10/10/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

#06FS1 / Series Ferrari F430 Spider

9/17/2018

2006 Ferrari F430 Spider "Manual"

$39.80

$199,000

Purchase Option Agreement

10/12/2018

10/19/2018

Sold

$774

5000

• Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018
• $199,000 Offering closed on 10/19/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)


5



#93XJ1 / Series Jaguar XJ220

3/29/2018

1993 Jaguar XJ220

$99.00

$495,000

Purchase Option Agreement

8/22/2018

11/6/2018

Closed

($7,373)

5000

• Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017
• Down-payment of $170,000 on 03/02/2018, financed through a $25,000 loan from an officer of the Manager and a $145,000 loan from an affiliate of the Manager
• The $145,000 loan from an affiliate of the Manager plus $4,767 of accrued interest was subsequently repaid on 07/03/2018 and replaced by a $145,000 non-interest-bearing payment from the Manager
• Final payment of $290,000 on 08/02/2018 financed through a non-interest-bearing payment from the Manager
• In addition to the acquisition of the Series, the proceeds from the Offering were used to finance $26,500 of refurbishments to the Underlying Asset
• $495,000 Offering closed on 11/06/2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds
• (3)

#02AX1 / Series Acura NSX-T

11/16/2018

2002 Acura NSX-T

$54.00

$108,000

Upfront Purchase

11/16/2018

11/30/2018

Closed

$1,944

2000

• Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager
• $108,000 Offering closed on 11/30/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

#99LE1 / Series Lotus Sport 350

11/16/2018

1999 Lotus Esprit Sport 350

$34.75

$69,500

Upfront Purchase

11/23/2018

12/4/2018

Closed

$1,770

2000

• Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager
• $69,500 Offering closed on 12/04/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)


6



#91MV1 / Series Mitsubishi VR4

11/16/2018

1991 Mitsubishi 3000GT VR4

$19.00

$38,000

Upfront Purchase

11/28/2018

12/7/2018

Closed

$600

2000

• Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager
• $38,000 Offering closed on 12/7/2018 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#92LD1 / Series Lancia Martini 5

11/16/2018

1992 Lancia Delta Integrale Evo "Martini 5"

$55.00

$165,000

Upfront Purchase

12/7/2018

12/26/2018

Closed

$2,219

3000

• Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager
• $165,000 Offering closed on 12/26/2018 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#94DV1 / Series Dodge Viper RT/10

11/16/2018

1994 Dodge Viper RT/10

$28.75

$57,500

Purchase Option Agreement

12/11/2018

12/26/2018

Closed

$1,841

2000

• Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018
• Payment of $52,500 on 10/29/2018 financed through a non-interest-bearing payment by the Manager
• $57,500 Offering closed on 12/26/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

#00FM1 / Series Ford Mustang Cobra R

12/6/2018

2000 Ford Mustang Cobra R

$24.75

$49,500

Upfront Purchase

12/21/2018

1/4/2019

Sold

$862

2000

• Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager
• $49,500 Offering closed on 01/04/2019 and payment made by the Manager and other obligations were paid through the proceeds
• $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)


7



#72MC1 / Series Mazda Cosmo Sport

12/6/2018

1972 Mazda Cosmo Sport Series II

$62.25

$124,500

Purchase Option Agreement for majority equity stake

12/28/2018

1/4/2019

Closed

$2,474

2000

• Purchase option agreement to acquire a majority equity stake (57%) in the Underlying Asset for $65,200, entered on 11/05/2018, which valued Underlying Asset at $115,000
• $124,500 Offering closed on 01/04/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• The Asset Seller ultimately retained 40% of Interests
• (3)

#06FG1 / Series Ford GT

12/6/2018

2006 Ford GT

$64.00

$320,000

Purchase Agreement

12/14/2018

1/8/2019

Closed

$3,198

5000

• Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018
• Down-payment of $20,000 on 10/26/2018 and final payment of $289,000 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $320,000 Offering closed on 01/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
• (3)

#11BM1 / Series BMW 1M

12/6/2018

2011 BMW 1M

$42.00

$84,000

Purchase Option Agreement

1/8/2019

1/25/2019

Closed

$517

2000

• Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018
• Down-payment of $7,850 on 10/26/2018 and final payment of $70,650 on 01/25/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 01/25/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)


8



#80LC1 / Series Lamborghini Countach LP400 S Turbo

9/17/2018

1980 Lamborghini Countach LP400 S Turbo

$127.00

$635,000

Purchase Option Agreement for majority equity stake

1/17/2019

2/8/2019

Closed

$9,216

5000

• Purchase option agreement to acquire a majority equity stake (92.2%) in Underlying Asset entered on 08/01/2018 for a total cash consideration of $562,375 which valued the Underlying Asset at $610,000
• Down payment of $60,000 on 08/10/2018 and final payment of $502,375 on 09/13/2018 were made and financed through non-interest-bearing payments from the Manager
• $635,000 Offering closed on 02/08/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• The Asset Seller ultimately retained 7.50% of Interests
• (3)

#02BZ1 / Series BMW Z8

12/6/2018

2002 BMW Z8

$65.00

$195,000

Purchase Agreement

1/6/2019

2/8/2019

Closed

$2,620

3000

• Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018
• Down-payment of $18,500 on 10/18/2018 and final payment of $166,500 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $195,000 Offering closed on 02/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
• (3)

#88BM1 / Series BMW E30 M3

12/6/2018

1988 BMW E30 M3

$47.00

$141,000

Upfront Purchase

1/11/2019

2/25/2019

Closed

$226

3000

• Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager
• $141,000 Offering closed on 02/25/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)


9



#63CC1 / Series Corvette Split Window

3/6/2019

1963 Chevrolet Corvette Split Window

$63.00

$126,000

Upfront Purchase

3/8/2019

3/18/2019

Closed

$1,553

2000

• Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager
• $126,000 Offering closed on 03/18/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#76PT1 / Series Porsche Turbo Carrera

3/6/2019

1976 Porsche 911 Turbo Carrera

$63.30

$189,900

Upfront Purchase

3/15/2019

3/22/2019

Closed

$1,793

3000

• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager
• $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#75RA1 / Series Renault Alpine A110

3/6/2019

1975 Renault Alpine A110 1300

$28.00

$84,000

Purchase Agreement

3/29/2019

4/9/2019

Closed

$3,732

3000

• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018
• Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#65AG1 / Series Alfa Romeo Giulia SS

3/6/2019

1965 Alfa Romeo Giulia Sprint Speciale

$89.25

$178,500

Upfront Purchase

4/5/2019

4/16/2019

Closed

$1,903

2000

• Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager
• $178,500 Offering closed on 04/16/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)


10



#93FS1 / Series Ferrari 348TS SS

3/6/2019

1993 Ferrari 348TS Serie Speciale

$68.75

$137,500

Purchase Option Agreement

4/12/2019

4/22/2019

Closed

$1,272

2000

• Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019
• Down-payment of $10,000 on 01/22/2019 and final payment of $120,000 on 04/20/2019 were made and financed through non-interest-bearing payments from the Manager
• $137,500 Offering closed on 04/22/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

2003 Porsche 911 GT2

Cancelled / Underlying Asset Sold Pre-Offering

• Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018
• Down-payment of $13,500 on 10/26/2018 and payment of 123,500 on 01/28/2019 were made and financed through non-interest-bearing payments from the Manager
• $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering

#61JE1 / Series Jaguar E-Type

3/6/2019

1961 Jaguar E-Type

$82.00

$246,000

Upfront Purchase

4/19/2019

4/26/2019

Closed

$3,858

3000

• Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager
• $246,000 Offering closed on 04/26/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)


11



#90MM1 / Series Mazda Miata

3/6/2019

1990 Mazda Miata MX-5

$5.32

$26,600

Purchase Option Agreement

4/17/2019

4/26/2019

Closed

$918

5000

• Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019
• Underlying Asset was acquired on 03/30/2019 with payment of $22,000 financed through a non-interest-bearing payment from the Manager
• $26,600 Offering closed on 04/26/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

#65FM1 / Series Mustang Fastback

3/6/2019

1965 Ford Mustang 2+2 Fastback

$41.25

$82,500

Purchase Agreement

5/3/2019

7/18/2019

Closed

$1,966

2000

• Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018
• Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager
• $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#88PT1 / Series Porsche 944 Turbo S

11/16/2018

1988 Porsche 944 Turbo S

$30.00

$66,000

Purchase Option Agreement

5/10/2019

7/18/2019

Closed

($2,214)

2200

• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019
• Down-payment of 12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager
• $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)


12



#94LD1 / Series Lamborghini Diablo Jota

12/6/2018

1994 Lamborghini Diablo SE30 Jota

$119.50

$597,500

Purchase Agreement

7/12/2019

8/6/2019

Closed

$11,251

5000

• Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018
• Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager
• $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#99SS1 / Series Shelby Series 1

8/9/2019

1999 Shelby Series 1

$137.50

$137,500

Upfront Purchase

9/4/2019

9/11/2019

Closed

$1,815

1000

• Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager
• $137,500 Offering closed on 09/12/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#94FS1 / Series Ferrari 348 Spider

8/9/2019

1994 Ferrari 348 Spider

$72.50

$145,000

Purchase Agreement

9/12/2019

9/17/2019

Closed

$669

2000

• Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019
• Downpayment of $13,500 on 04/29/2019, additional payment of $350 on 06/17/2019 and final payment of $121,549 on 07/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $145,000 Offering closed on 09/17/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#72FG1 / Series Ferrari 365 GTC/4

9/17/2018

1972 Ferrari 365 GTC/4

$63.00

$287,290

$345,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,304

4560

5476

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)


13



#82AB1 / Series Alpina B6

11/16/2018

1982 Alpina B6 2.8

$58.86

$107,897

$129,500

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$4,837

1833

2200

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#90ME1 / Series Mercedes Evo II

11/16/2018

1990 Mercedes 190E 2.5-16 Evo II

$137.50

$247,500

$275,000

Upfront Purchase

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$8,413

1800

2000

• Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager

#91GS1 / Series GMC Syclone

11/16/2018

1991 GMC Syclone

$18.75

$34,369

$41,250

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,470

1833

2200

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#99FG1 / Series Ferrari 456M GT

11/16/2018

1999 Ferrari 456M GT

$66.25

$121,436

$145,750

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$2,793

1833

2200

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#12MM1 / Series McLaren MP4-12C

3/6/2019

2012 McLaren MP4-12C

$62.50

$112,500

$125,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,775

1800

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#87FF1 / Series Ferrari 412

3/6/2019

1987 Ferrari 412

$59.00

$106,200

$118,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$980

1800

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#91DP1 / Series DeTomaso Pantera

3/6/2019

1991 DeTomaso Pantera Si

$79.50

$357,750

$397,500

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$2,617

4500

5000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#61MG1 / Series Maserati 3500GT

3/6/2019

1961 Maserati 3500GT

$68.00

$306,000

$340,000

Purchase Agreement

Q3 2019 or Q4 2019

Q3 2019 or Q4 2019

Upcoming

$4,629

4500

5000

• Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018
• Down-payment of $32,500 on 12/14/2018 and final payment of $292,500 on 04/05/2019 were made and financed through non-interest-bearing payments from the Manager


14



#82AV1 / Series Aston Martin Oscar India

3/6/2019

1982 Aston Martin V8 Vantage Oscar India

$148.75

$267,750

$297,500

Upfront Purchase

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,867

1800

2000

• Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager

#88LL1 / Series Lamborghini LM002

8/9/2019

1988 Lamborghini LM002

$146.00

$233,600

$292,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,115

1600

2000

• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019
• Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager

#89FT1 / Series Ferrari Testarossa

8/9/2019

1989 Ferrari Testarossa

$45.00

$144,000

$180,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

($400)

3200

4000

• Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019
• Underlying Asset was acquired on 06/10/2019 with payment of $172,500 financed through a non-interest-bearing payment from the Manager

#66AV1 / Series Aston Martin DB6 Vantage

8/9/2019

1966 Aston Martin DB6 Vantage

$161.67

$388,000

$485,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$16,413

2400

3000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#92CC1 / Series Corvette ZR1

8/9/2019

1992 Chevrolet Corvette ZR1

$26.25

$42,000

$52,500

Purchase Option Agreement

Q3 2019 or Q4 2019

Q4 2019 or Q1 2020

Upcoming

$2,875

1600

2000

• Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019
• Underlying Asset was acquired on 07/02/2019 with payment of $45,000 financed through a non-interest-bearing payment from the Manager

#55MG1 / Series Mercedes 300SL

8/9/2019

1955 Mercedes-Benz 300SL

$1,250.00

$1,000,000

$1,250,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$10,125

800

1000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#65PT1 / Series Porsche 356 SC

8/9/2019

1965 Porsche 356 SC

$67.50

$108,000

$135,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$8,838

1600

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)


15



#67FS1 / Series Ford Shelby GT500

8/9/2019

1967 Ford Shelby GT500

$45.00

$144,000

$180,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,050

3200

4000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#72FG2 / Series 2 Ferrari 365 GTC/4

8/9/2019

1972 Ferrari 365 GTC/4

$98.33

$236,000

$295,000

Purchase Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$6,038

2400

3000

• Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019
• Down-payment of $27,500 on 06/4/2019 was made and financed through a non-interest-bearing payment from the Manager

#73FD1 / Series Ferrari Dino GTS

8/9/2019

1973 Ferrari 246 Dino GTS

$142.50

$228,000

$285,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$11,213

1600

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#76FG1 / Series Ferrari 308 Vetroresina

8/9/2019

1976 Ferrari 308 GTB

$37.00

$148,000

$185,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,133

4000

5000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#89FG1 / Series Ferrari 328 GTS

8/9/2019

1989 Ferrari 328 GTS

$26.25

$84,000

$105,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$863

3200

4000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#89NG1 / Series Nissan GT-R

8/9/2019

1989 Nissan GT-R Skyline

$26.67

$64,000

$80,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,760

2400

3000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#90FF1 / Series Ferrari F40

8/9/2019

1990 Ferrari F40

$410.00

$984,000

$1,230,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$65,175

2400

3000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#95BE1 / Series Bugatti EB110

8/9/2019

1995 Bugatti EB110

$170.00

$680,000

$850,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$49,525

4000

5000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#99LD1 / Series Lamborghini VT Roadster

8/9/2019

1999 Lamborghini VT Roadster

$172.50

$276,000

$345,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$6,983

1600

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)


16



#67FG1 / Series 1967  Ferrari 330 GTC

9/11/2019

1967 Ferrari 330 GTC

$208.33

$500,000

$625,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$5,263

2400

3000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#72PT1 / Series 1972 911S Targa

9/11/2019

1972 Porsche 911S Targa

$44.00

$176,000

$220,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$5,850

4000

5000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#67CC1 / Series 1967 Chevrolet Corvette

9/11/2019

1967 Chevrolet Corvette 427/435 L71

$100.00

$160,000

$200,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$11,200

1600

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#08TR1 / Series 2008 Tesla Signature 100 Roadster

9/11/2019

2008 Tesla Signature 100 Roadster

$17.00

$68,000

$85,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$3,213

4000

5000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#64AD1 / Series Aston Martin DB5

9/11/2019

Aston Martin DB5

$189.00

$756,000

$945,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$6,163

4000

5000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#95FM1 / Series Ferrari 512 M

9/11/2019

1995 Ferrari 512 M

$230.00

$368,000

$460,000

Purchase Option Agreement

Q4 2019 or Q1 2020

Q4 2019 or Q1 2020

Upcoming

$17,150

1600

2000

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

Note: Upcoming, Open, or Hold Status represents Series for which no Closing of an Offering has occurred and therefore these values represent expected values. Gray shading represents Series which have been launched but for which no closing has occurred. White and Orange shading represents Series for which a Closing of an Offering has occurred and therefore these values represent actual values, except in the case of the 2003 Porsche 911 GT2 for which was sold prior to the launch of any Offering. Orange represents sale of Series’ Underlying Asset. Blue shading represents Series which have been qualified but not yet launched. Yellow shading represents Series which have not yet been qualified.

 

(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)Values are based on current or anticipated negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change  

(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+. 


17



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Since its formation in August 2016, RSE Collection, LLC, a Delaware series limited liability company (the “Company) has been engaged primarily in acquiring and managing a collection of collectible automobiles. RSE Markets, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for the collection of collectible automobiles owned by the Company and each underlying series (the “Asset Manager”).  The Company acquires collectible automobiles financed through non-interest-bearing payments from the Manager, loans from officers or affiliates of the Manager, other third-parties and through purchase options negotiated with third-parties or affiliates, and develops the financial, offering and other materials to begin offering interests in the Company’s series’. The Company issues membership interests (the “Interests”) in a number of separate individual series (each, an “Offering”) of the Company (each, a “Series”). The Series assets may be referred to herein, collectively, as (the "Underlying Assets") or each, individually, as (an “Underlying Asset"). 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 an Offering related to that particular Series is a single collector automobile (plus any cash reserves for future operating expenses).  There will be a separate closing with respect to each Offering (each, a “Closing”). At the date of this filing, the company has entered or plans to enter into the agreements and had closed the Offerings for sale of Series Interests, listed in the Master Series Table.

 

We are devoting substantially all our efforts to establishing our business and planned principal operations only commenced in late 2017. As such and because of the start-up nature of the Company’s and the Manager’s business the reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on the Manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward including the Managers ability to:

-continue to source high quality collectible Underlying Assets at reasonable prices to securitize through Rally Rd.TM (the “Platform”); 

-market the Platform and the Offerings in individual Series of the Company and attract investors (“Investors”) to the Platform to acquire the Interests issued by Series of the Company; 

-continue to develop the Platform and provide the information and technology infrastructure to support the issuance of Interests in Series of the Company; and 

-find operating partners to manage the collection of Underlying Assets at a decreasing marginal cost per asset. 

We have not yet generated any revenues and do not anticipate doing so until late in 2019.

At the time of this filing all of the Series designated as “Closed” in the Master Series Table have commenced operations, are capitalized and have assets and various Series have liabilities. All assets and liabilities related to the Series described in the Master Series Table will be the responsibility of the Series from the time of the Closing of the respective Offerings. All Series highlighted in gray or blue in the Master Series Table, have not had a Closing, but we have, or are in the process of launching these and subsequent Offerings for additional Series. Series whose Underlying Assets have been sold will subsequently be dissolved and are highlighted in orange in the Master Series Table.

 

 


18



Historical Investments in Underlying Assets

We provide investment opportunities in collectible automobiles to Investors through the Platform, financed through various methods including, non-interest-bearing payments from the Manager, loans from officers or affiliates of the Manager or other third-parties, if we purchase an Underlying Asset prior to the Closing of an Offering, and through purchase option agreements negotiated with third-parties or affiliates, if we finance the purchase of an Underlying Asset with the proceeds of an Offering. Additional information can be found below and in the Master Series Table.

Period from Inception (August 24, 2016) through June 30, 2019

 

From the Company’s formation in August 2016 through June 30, 2019 we have entered into the agreements and had Closings in connection with each Offering of Series listed in the table below. We received multiple loans and payments from various parties to support the financing of the acquisition of the Underlying Assets, for which the details are listed in the table below. Such payments or loans will be repaid from the proceeds of successful Series’ initial offerings, if necessary. Upon completion of the initial offerings of each of the Series of Interests, it is proposed that each of these Series shall acquire their respective Underlying Assets for the aggregate consideration consisting of cash and Interests as the authorized officers of the Manager may determine in their reasonable discretion in accordance with the disclosures set forth in these Series’ offering circulars. In various instances, as noted in the table below, the Asset Seller retains equity in the Interests issued for a particular Series. In addition, there are instances where the Company finances an acquisition through the proceeds of the Offering, in the case of a purchase option, and as such requires no additional financing or only financing to make an initial down payment, as the case may be.  

The Company incurred the costs associated with the evaluation, investigation and acquisition of the Underlying Asset, plus any interest accrued on loans made to the Company (collectively, “Acquisition Expenses”) listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. Acquisition Expenses are initially funded by the Manager or its affiliates 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 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. A comparison of the six-month period ended June 30, 2019 vs. the same period in 2018 can be found at the bottom of the table.

Series - Series Name

Agreement Type - Date of Agreement

Closing Date (1)

Purchase Price (2)

Financed via - Officer Loan / 3rd Party Loan

Financed via - RSE Markets

Financed via - Offering Proceeds

Equity Value Retained by Asset Seller

Percent Owned by Asset Seller

Acquisition Expenses

Comments

#77LE1 / Series #77LE1

Upfront Purchase / 09/30/2016

4/13/2017

$69,400

$69,400

$0

$0

$0

0%

$1,028

• Acquired Underlying Asset for $69,400 on 10/03/2016
• Acquisition financed through a $69,400 loan from an officer of the Manager
• $77,700 Offering closed on 04/13/2017 and the loan plus $241 of accrued interest and other obligations were repaid with the proceeds
• (3)


19



#69BM1 / Series Boss Mustang

Upfront Purchase / 10/31/2016

2/7/2018

$102,395

$97,395

$5,000

$0

$0

0%

$4,691

• Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager
• $115,000 Offering closed on 02/07/2018 and the loan plus $821 of accrued interest and other obligations were repaid with the proceeds

#85FT1 / Series Ferrari Testarossa

Upfront Purchase / 06/01/2017

2/15/2018

$172,500

$172,500

$0

$0

$0

0%

$9,242

• Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender)
• $165,000 Offering closed on 02/15/2018 and all loans plus accrued interest of $401 and $5,515 and other obligations were repaid with the proceeds

#88LJ1 / Series Lamborghini Jalpa

Upfront Purchase / 11/23/2016

4/12/2018

$127,176

$119,676

$7,500

$0

$0

0%

$6,332

• Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager
• $135,000 Offering closed on 04/12/2018 and the loan plus $1,126 of accrued interest was repaid with the proceeds

#55PS1 / Series Porsche Speedster

Purchase Option Agreement / 07/01/2017

6/6/2018

$405,000

$120,000

$165,000

$120,000

$0

0%

$18,275

• Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017
• At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an Officer of the Manager and a $10,000 down-payment by the Manager
• Subsequently a $100,000 refundable upfront fee was made and financed through a loan to the Company from an officer of the Manager and a payment of $155,000 was made and financed through a payment by the Manager
• $425,000 Offering closed on 06/06/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds

#95BL1 / Series BMW M3 Lightweight

Upfront Purchase / 05/01/2018

7/12/2018

$112,500

$90,000

$22,500

$0

$0

0%

$3,686

• Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender)
• $118,500 Offering closed on 07/12/2018 and all loans and other obligations were repaid with the proceeds

#89PS1 / Series Porsche 911 Speedster

Purchase Option Agreement for minority equity stake / 06/21/2018

7/31/2018

$160,000

$0

$0

$61,000

$99,000

60%

$250

• Purchase option agreement to acquire minority equity stake (38%) in Underlying Asset entered on 06/21/2018 for a total cash consideration of $61,000, which valued Underlying Asset at $160,000
• $165,000 Offering closed on 07/31/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds
• The Asset Seller ultimately retained 60% of Interests

#90FM1 / Series Ford Mustang 7-Up Edition

Purchase Option Agreement for majority equity stake / 07/01/2018

7/31/2018

$14,500

$0

$0

$10,375

$4,125

25%

$461

• Purchase option agreement to acquire majority equity stake (72%) in Underlying Asset entered on 06/15/2018 for a total cash consideration of $10,375, which valued the Underlying Asset at $14,500
• $16,500 Offering closed on 07/31/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds
• The Asset Seller ultimately retained 25% of Interests


20



#83FB1 / Series Ferrari 512

Purchase Option Agreement / 10/31/2017

9/5/2018

$330,000

$0

$0

$330,000

$0

0%

$3,206

• Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017
• $350,000 Offering closed on 09/05/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds

#98DV1 / Series Dodge Viper GTS-R

Upfront Purchase / 06/28/2018

10/10/2018

$120,000

$80,000

$40,000

$0

$0

0%

$3,257

• Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an Officer of the Manager
• $130,000 Offering closed on 10/10/2018 and the loan plus accrued interest and other obligations were paid through the proceeds

#06FS1 / Series Ferrari F430 Spider

Purchase Option Agreement / 10/05/2018

10/19/2018

$192,500

$0

$0

$192,500

$0

0%

$286

• Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018
• $199,000 Offering closed on 10/19/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of outstanding tax liabilities

#93XJ1 / Series Jaguar XJ220

Purchase Option Agreement / 12/15/2017

11/6/2018

$460,000

$170,000

$290,000

$0

$0

0%

$33,689

• Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017
• Down-payment of $170,000 on 03/02/2018, financed through a $25,000 loan from an Officer of the Manager and a $145,000 loan from an affiliate of the Manager
• The $145,000 loan from an affiliate of the Manager plus $4,767 of accrued interest was subsequently repaid on 07/03/2018 and replaced by a $145,000 non-interest-bearing payment from the Manager
• Final payment of $290,000 on 08/02/2018 financed through a non-interest-bearing payment from the Manager
• In addition to the acquisition of the Series, the proceeds from the Series Offering were used to finance $26,500 of refurbishments to the Underlying Asset
• $495,000 Offering closed on 11/06/2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds

#02AX1 / Series Acura NSX-T

Upfront Purchase / 09/19/2018

11/30/2018

$100,000

$100,000

$0

$0

$0

0%

$2,467

• Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager
• $108,000 Offering closed on 11/30/2018 and the loan plus accrued interest and other obligations were paid through the proceeds

#99LE1 / Series Lotus Sport 350

Upfront Purchase / 10/04/2018

12/4/2018

$62,100

$62,100

$0

$0

$0

0%

$2,614

• Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager
• $69,500 Offering closed on 12/04/2018 and the loan plus accrued interest and other obligations were paid through the proceeds

#91MV1 / Series Mitsubishi VR4

Upfront Purchase / 10/12/2018

12/7/2018

$33,950

$0

$33,950

$0

$0

0%

$1,687

• Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager
• $38,000 Offering closed on 12/7/2018 and payment made by the Manager and other obligations were paid through the proceeds


21



#92LD1 / Series Lancia Martini 5

Upfront Purchase / 09/21/2018

12/26/2018

$146,181

$0

$146,181

$0

$0

0%

$12,153

• Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager
• $165,000 Offering closed on 12/26/2018 and payment made by the Manager and other obligations were paid through the proceeds

#94DV1 / Series Dodge Viper RT/10

Purchase Option Agreement / 10/04/2018

12/26/2018

$52,500

$0

$52,500

$0

$0

0%

$287

• Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018
• Payment of $52,500 on 10/29/2018 financed through a non-interest-bearing payment by the Manager
• $57,500 Offering closed on 12/26/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds

#00FM1 / Series Ford Mustang Cobra R

Upfront Purchase / 10/12/2018

1/4/2019

$43,000

$0

$43,000

$0

$0

0%

$2,774

• Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager
• $49,500 Offering closed on 01/04/2019 and payment made by the Manager and other obligations were paid through the proceeds
• $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of outstanding tax liabilities

#72MC1 / Series Mazda Cosmo Sport

Purchase Option Agreement for majority equity stake / 11/01/2018

1/4/2019

$115,000

$0

$0

$65,200

$49,800

40%

$562

• Purchase option agreement to acquire a majority equity stake (57%) in the Underlying Asset for $65,200, entered on 11/05/2018, which valued Underlying Asset at $115,000
• $124,500 Offering closed on 01/04/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• The Asset Seller ultimately retained 40% of Interests

#06FG1 / Series Ford GT

Purchase Agreement / 10/23/2018

1/8/2019

$309,000

$0

$309,000

$0

$0

0%

$586

• Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018
• Down-payment of $20,000 on 10/26/2018 and final payment of $289,000 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $320,000 Offering closed on 01/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds

#11BM1 / Series BMW 1M

Purchase Option Agreement / 10/20/2018

1/25/2019

$78,500

$0

$78,500

$0

$0

0%

$1,786

• Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018
• Down-payment of $7,850 on 10/26/2018 and final payment of $70,650 on 01/25/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 01/25/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds


22



#80LC1 / Series Lamborghini Countach LP400 S Turbo

Purchase Option Agreement for majority equity stake / 08/01/2018

2/8/2019

$610,000

$0

$562,375

$0

$47,625

8%

$3,213

• Purchase option agreement to acquire a majority equity stake (92.2%) in Underlying Asset entered on 08/01/2018 for a total cash consideration of $562,375 which valued the Underlying Asset at $610,000
• Down payment of $60,000 on 08/10/2018 and final payment of $502,375 on 09/13/2018 were made and financed through non-interest-bearing payments from the Manager
• $635,000 Offering closed on 02/08/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• The Asset Seller ultimately retained 7.50% of Interests

#02BZ1 / Series BMW Z8

Purchase Agreement / 10/18/2018

2/8/2019

$185,000

$0

$185,000

$0

$0

0%

$1,301

• Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018
• Down-payment of $18,500 on 10/18/2018 and final payment of $166,500 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $195,000 Offering closed on 02/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds

#88BM1 / Series BMW E30 M3

Upfront Purchase / 10/18/2018

2/25/2019

$135,000

$0

$135,000

$0

$0

0%

$1,765

• Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager
• $141,000 Offering closed on 02/25/2019 and payment made by the Manager and other obligations were paid through the proceeds

#63CC1 / Series Corvette Split Window

Upfront Purchase / 12/06/2018

3/18/2019

$120,000

$0

$120,000

$0

$0

0%

$586

• Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager
• $126,000 Offering closed on 03/18/2019 and payment made by the Manager and other obligations were paid through the proceeds

#76PT1 / Series Porsche Turbo Carrera

Upfront Purchase / 11/27/2018

3/22/2019

$179,065

$0

$179,065

$0

$0

0%

$3,950

• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager
• $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds

#75RA1 / Series Renault Alpine A110

Purchase Agreement / 12/22/2018

4/9/2019

$75,000

$0

$75,000

$0

$0

0%

$1,016

• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018
• Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds

#65AG1 / Series Alfa Romeo Giulia SS

Upfront Purchase / 11/29/2018

4/16/2019

$170,000

$0

$170,000

$0

$0

0%

$286

• Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager
• $178,500 Offering closed on 04/16/2019 and payments made by the Manager and other obligations were paid through the proceeds


23



#93FS1 / Series Ferrari 348TS SS

Purchase Option Agreement / 01/15/2019

4/22/2019

$130,000

$0

$130,000

$0

$0

0%

$286

• Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019
• Down-payment of $10,000 on 01/22/2019 and final payment of $120,000 on 04/20/2019 were made and financed through non-interest-bearing payments from the Manager
• $137,500 Offering closed on 04/22/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds

2003 Porsche 911 GT2 (5)

Purchase Option Agreement / 10/24/2018

 Cancelled / Sold Pre-Offering

$137,000

$0

$137,000

$0

$0

0%

$287

• Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018
• Down-payment of $13,500 on 10/26/2018 and payment of 123,500 on 01/28/2019 were made and financed through non-interest-bearing payments from the Manager
• $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering

#61JE1 / Series Jaguar E-Type

Upfront Purchase / 12/22/2018

4/26/2019

$235,000

$0

$235,000

$0

$0

0%

$350

• Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager
• $246,000 Offering closed on 04/26/2019 and payments made by the Manager and other obligations were paid through the proceeds

#90MM1 / Series Mazda Miata

Purchase Option Agreement / 01/23/2019

4/26/2019

$22,000

$0

$22,000

$0

$0

0%

$0

• Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019
• Underlying Asset was acquired on 03/30/2019 with payment of $22,000 financed through a non-interest-bearing payment from the Manager
• $26,600 Offering closed on 04/26/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds

#65FM1 / Series Mustang Fastback

Purchase Agreement / 12/04/2018

7/18/2019

$75,000

$0

$75,000

$0

$0

0%

$1,297

• Purchase Agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018
• Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager
• $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds

#88PT1 / Series Porsche 944 Turbo S

Purchase Option Agreement / 04/26/2019

7/18/2019

$61,875

$0

$12,069

$0

$0

0%

$0

• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019
• Down-payment of 12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager
• $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds


24



#94LD1 / Series Lamborghini Diablo Jota

Purchase Agreement / 10/09/2018

8/6/2019

$570,000

$0

$570,000

$0

$0

0%

$2,736

• Purchase Agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018
• Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager
• $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds

#99SS1 / Series Shelby Series 1

Upfront Purchase / 04/04/2019

9/12/2019

$126,575

$0

$126,575

$0

$0

0%

$3,640

• Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager
• $137,500 Offering closed on 09/12/2019 and payments made by the Manager and other obligations were paid through the proceeds

#94FS1 / Series Ferrari 348 Spider

Purchase Agreement / 04/26/2019

9/17/2019

$135,399

$0

$13,850

$0

$0

0%

$350

• Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019
• Downpayment of $13,500 on 04/29/2019, additional payment of $350 on 06/17/2019 and final payment of $121,549 on 07/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $145,000 Offering closed on 09/17/2019 and payments made by the Manager and other Obligations were paid through the proceeds

#90ME1 / Series Mercedes Evo II

Upfront Purchase / 11/02/2018

Q4 2019 or Q1 2020

$251,992

$0

$251,992

$0

$0

0%

$10,469

• Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager

#87FF1 / Series Ferrari 412

Purchase Option Agreement / In Negotiations

Q4 2019 or Q1 2020

$110,000

$0

$11,000

$0

$0

0%

$300

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#91DP1 / Series DeTomaso Pantera

Purchase Option Agreement / In Negotiations

Q4 2019 or Q1 2020

$385,000

$0

$0

$0

$0

0%

$600

• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing
• (4)

#61MG1 / Series Maserati 3500GT

Purchase Agreement / 12/04/2018

Q4 2019 or Q1 2020

$325,000

$0

$325,000

$0

$0

0%

$787

• Purchase Agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018
• Down-payment of $32,500 on 12/14/2018 and final payment of $292,500 on 04/05/2019 were made and financed through non-interest-bearing payments from the Manager

#82AV1 / Series Aston Martin Oscar India

Upfront Purchase / 12/10/2018

Q4 2019 or Q1 2020

$285,000

$0

$285,000

$0

$0

0%

$1,364

• Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager


25



#88LL1 / Series Lamborghini LM002

Purchase Option Agreement / 03/22/2019

Q4 2019 or Q1 2020

$275,000

$0

$275,000

$0

$0

0%

$761

• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019
• Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager

#89FT1 / Series Ferrari Testarossa

Purchase Option Agreement / 03/20/2019

Q4 2019 or Q1 2020

$172,500

$0

$172,500

$0

$0

0%

$3,036

• Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019
• Underlying Asset was acquired on 06/10/2019 with payment of $172,500 financed through a non-interest-bearing payment from the Manager

#92CC1 / Series Corvette ZR1

Purchase Option Agreement / 04/29/2019

Q4 2019 or Q1 2020

$45,000

$0

$0

$0

$0

0%

$0

• Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019
• Underlying Asset was acquired on 07/02/2019 with payment of $45,000 financed through a non-interest-bearing payment from the Manager

#72FG2 / Series 2 Ferrari 365 GTC/4

Purchase Agreement / 05/13/2019

Q4 2019 or Q1 2020

$275,000

$0

$27,500

$0

$0

0%

$0

• Purchase Agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019
• Down-payment of $27,500 on 06/4/2019 was made and financed through a non-interest-bearing payment from the Manager

Total for 1/1/2019 -6/30/2019:

New Agreements: 9

Closings: 14

 

$1,243,349

$0

$1,877,144

 $65,200

$97,425

 -

$39,126

 

Total for 1/1/2018 -6/30/2018:

New Agreements: 3

Closings: 4

 

$392,500

$460,000

$227,500

$120,000

$0

-

$40,607

 

Cumulative Total since 2016

New Agreements: 44

Closings: 31

 

$7,802,608

$1,081,071

$5,289,057

$779,075

$200,550

-

$147,699

 

Note: Gray shading represents Series for which no Closing of an Offering had occurred as of June 30, 2019. Includes $372,500 of Purchase Price and $3,347 of Acquisition Expense related to Underlying Assets subsequently sold. See commentary in the table above for details.

(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)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+. 

(4)Values are based on current or anticipated negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change  

(5)Represents Underlying Asset instead of Series / Series Name  


26



Subsequent Investments and Purchase Options Agreements for Underlying Assets

Since June 30, 2019 we have entered into the agreements and had closings in connection with each Offering of Series listed in the table below. We received multiple loans and payments from various parties to support the financing of the acquisition of the Underlying Assets, for which the details are listed in the table below. Such payments or loans will be repaid from the proceeds of successful Series’, initial offerings, if necessary. Upon completion of the initial offerings of each of the Series of Interests, it is proposed that each of these Series shall acquire their respective Underlying Assets for the aggregate consideration consisting of cash and Interests as the authorized officers of the Manager may determine in their reasonable discretion in accordance with the disclosures set forth in these Series’ offering circulars. In various instances, as noted in the table below, the Asset Seller retains equity in the Interests issued for a particular Series. In addition, there are instances where the Company finances an acquisition through the proceeds of the Offering, in the case of a purchase option, and as such requires no additional financing or only financing to make an initial down payment, as the case may be.  

The Company incurred the Acquisition Expenses listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets since June 30, 2019. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. These costs are initially funded by the Manager or its affiliates 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 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.

 

Series - Series Name

Agreement Type - Date of Agreement

Closing Date (1)

Purchase Price (2)

Financed via - Officer Loan / 3rd Party Loan

Financed via - RSE Markets

Financed via - Offering Proceeds

Equity Value Retained by Asset Seller

Percent Owned by Asset Seller

Acquisition Expenses

Comments

#76PT1 / Series Porsche Turbo Carrera

Upfront Purchase / 11/27/2018

3/22/2019

$179,065

$0

$0

$0

$0

0%

$287

• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager
• $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds

#75RA1 / Series Renault Alpine A110

Purchase Agreement / 12/22/2018

4/9/2019

$75,000

$0

$0

$0

$0

0%

$287

• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018
• Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds


27



#65FM1 / Series Mustang Fastback

Purchase Agreement / 12/04/2018

7/18/2019

$75,000

$0

$0

$0

$0

0%

$0

• Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018
• Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager
• $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds

#88PT1 / Series Porsche 944 Turbo S

Purchase Option Agreement / 04/26/2019

7/18/2019

$61,875

$0

$49,805

$0

$0

0%

$905

• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019
• Down-payment of 12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager
• $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds

#94LD1 / Series Lamborghini Diablo Jota

Purchase Agreement / 10/09/2018

8/6/2019

$570,000

$0

$0

$0

$0

0%

$0

• Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018
• Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager
• $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds

#99SS1 / Series Shelby Series 1

Upfront Purchase / 04/04/2019

9/11/2019

$126,575

$0

$0

$0

$0

0%

$0

• Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager
• $137,500 Offering closed on 09/12/2019 and payments made by the Manager and other obligations were paid through the proceeds

#94FS1 / Series Ferrari 348 Spider

Purchase Agreement / 04/26/2019

9/17/2019

$135,399

$0

$121,549

$0

$0

0%

$2,795

• Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019
• Downpayment of $13,500 on 04/29/2019, additional payment of $350 on 06/17/2019 and final payment of $121,549 on 07/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $145,000 Offering closed on 09/17/2019 and payments made by the Manager and other Obligations were paid through the proceeds

#88LL1 / Series Lamborghini LM002

Purchase Option Agreement / 03/22/2019

Q3 2019 or Q4 2019

$275,000

$0

$0

$0

$0

0%

$2,225

• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019
• Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager

#92CC1 / Series Corvette ZR1

Purchase Option Agreement / 04/29/2019

Q3 2019 or Q4 2019

$45,000

$0

$45,000

$0

$0

0%

$288

• Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019
• Underlying Asset was acquired on 07/02/2019 with payment of $45,000 financed through a non-interest-bearing payment from the Manager


28



#72FG2 / Series 2 Ferrari 365 GTC/4

Purchase Agreement / 05/13/2019

Q3 2019 or Q4 2019

$275,000

$0

$0

$0

$0

0%

$554

• Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019
• Down-payment of $27,500 on 06/4/2019 was made and financed through a non-interest-bearing payment from the Manager

Total Since June 30, 2019

New

Agreements: 0
Closings: 5

 

$0

$0

$216,354

$0

$0

 

$7,342

 

Cumulative Total since 2016

Total

Agreements: 44
Closings: 36

 

$7,802,608

$1,081,071

$5,505,411

$779,075

$200,550

 

$155,041

 

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

(2)Purchase Price represents full purchase price of the Underlying Asset even if the full amount has not yet been financed. 


29



Operating Results for the six-month period ended June 30, 2019 vs. 2018

Due to the start-up nature of the company, changes in operating results are impacted significantly by any increase in the number of Underlying Assets that the Company, through RSE Markets, Inc. (the “Asset Manager”), operates and manages. At June 30, 2019, the Company, through the Asset Manager, operated (meaning Underlying Asset fully-owned by the Company or a Series including closed and owned, but not yet launched Offerings) forty Underlying Assets of which thirty-one had closed Offerings vs. seven at June 30, 2018 of which four had closed Offerings, an increase of thirty-three operated Underlying Assets and twenty-seven closed Offerings respectively. In addition, the Company had signed various purchase option agreements and purchase agreements for additional Underlying Assets to be offered on the Platform in future, however, these Underlying Assets were not yet operated by the Company as at the date of the financial statements. During the six-month period ended June 30, 2019, the Company disposed of three Underlying Assets, two of which had completed initial offerings and one which was still owned by the Company at the time of sale. Additional information can be found in the Master Series Table.

Revenues

Revenues are generated at the Series level. As of June 30, 2019, no Series of the Company had generated any revenues. We do not expect any of the Series to generate any revenues until late 2019.

Operating Expenses

The Company incurred $71,700 in operating expenses in six-month period ended June 30, 2019 vs. $10,670 in 2018, an increase of $61,030 or 572%, related to storage, transportation, insurance, maintenance, marketing and professional services fees associated with the Underlying Assets. The increase was primarily driven by increased costs for additional storage, transportation, insurance and professional fees from the Company’s investment in new Underlying Assets. Maintenance costs were not required during the six-month period ended June 30, 2019 or the same period in 2018. In addition, the Company was able to negotiate a decreased insurance rate from 0.9% of asset value annually down to 0.35% of asset value annually starting in November 2018.  

The operating expenses incurred prior to the Closing of an Offering related to any of the Underlying Assets are being paid by the Manager and recognized by the Company as capital contributions and will not be reimbursed by the Series. Each Series of the Company will be responsible for its own operating expenses, such as storage, insurance or maintenance, beginning on the closing date of the Offering for such Series Interests. For any post-closing operating expenses incurred and recorded by Series’ of the Company through the six-month period ended June 30, 2019, the Manager has agreed to pay and not be reimbursed for such expenses.

Operating expenses for the Company including all of the Series by category for the six-month period ended June 30, 2019 vs. 2018 are as follows:

Picture 1 

 

 

 

 

 


30



During the six-month period ended June 30, 2018 and the six-month period June 30, 2019, at the close of the respective Offerings for the Series, listed in the table below, each individual Series became responsible for operating expenses. Pre-closing operating expenses are incurred on the books of the Company and post-closing operating expenses incurred by each Series with a closed Offering are incurred and recorded on the books of the Series. These are as follows:


31



 

 

 

 

Picture 2 

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.


32



Solely in the case of the Series listed in the Master Series Table, and which had closed Offerings as of the date of this filing, the Manager has elected to pay for the ongoing operating expenses post the Closing of the Offerings for Series Interests and not be reimbursed by the respective Series. The unreimbursed expenses are accounted for as capital contributions by the Manager.

Interest and Purchase Option Expenses and Financing/Banking Fees

Interest expenses related to the loans made to the Company by officers of the Manager and third-party lenders incurred during the six-month period ended June 30, 2019 totaled $0 vs. $9,347 during the same period in 2018, a decrease of $9,347 or 100%.  This decrease is due to the decrease in borrowings used to purchase Underlying Assets, rather the majority of the Company’s asset acquisitions were through purchase option agreements or non-interest-bearing payments from the Manager. These interest expenses for the six-months ended June 30, 2018 have been incurred and accrued by the Company and in the case of cash interest, paid by the Manager, and were repaid through the proceeds raised through the Closing of the respective Offerings. The Company incurred $175 of wire transfer and other banking related fees during the six-month period ended June 30, 2019.   

Picture 35 

Note: Table only includes Series for which the acquisition of the Underlying Asset was made through interest paying loans.

Note: Other includes wire transfer fees and other banking related fees.

 

There were no ongoing expenses related to the purchase options for any other Series listed in the Master Series Table during the six-month period ended June 30, 2019. Purchase option expense related to the purchase option agreement the Company has entered into, with regards to Series #55PS1 asset, totaled $7,444 for the six months ended June 30, 2018.


33



Asset Acquisitions, Purchase Options and Asset Sales

We typically acquire Underlying Assets through the following methods:

-Upfront purchase – acquired the Underlying Asset outright prior to launch of the offering, financed through loans made by officers or affiliates of the Manager, third-party lenders or through non-interest-bearing payments from the Manager. 

-Purchase option agreement – enter into a purchase option which gives us the right, but not the obligation to purchase a specific Underlying Asset, typically through the proceeds of the offering for the Series related to the Underlying Asset. 

-Purchase agreement – enter into a purchase agreement, which obligates us to acquire the Underlying Asset, but typically with a significant payment delay, with the goal of raising the capital through the offering of the Series related to the Underlying Asset. 

In addition to acquiring Underlying Assets, from time to time, the Company receives unsolicited take-over offers for certain 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 if it is in the interest of the Investors to sell the Underlying Asset. In certain instances, as was the case with the 2003 Porsche 911 GT2, 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.

 

Details on the Underlying Assets acquired or for which we entered into purchase option agreements or purchase agreements, or which have subsequently been sold, as listed in the Master Series Table and summarized in the table below.

 

# of Underlying Assets Acquired Upfront

Total Value Underlying Assets Acquired Upfront ($)

# of Purchase Option Agreements

Total Value of Purchase Option Agreements ($)

# of Purchase Agreements

Total Value of Purchase Agreements ($)

# of Assets Sold

Total Value of Assets Sold

Grand Total #

Grand Total Value ($)

2016-2017

4

$471,471

3

$1,195,000

0

$0

0

$0

7

$1,666,471

Six-Month Ended 6/30/2018

2

$232,500

1

$160,000

0

$0

0

$0

3

$392,500

Six-Month Ended 12/31/2018

12

$1,761,288

7

$1,200,000

6

$1,539,000

0

$0

25

$4,500,288

Six-Month Ended 6/30/2019

1

$126,575

6

$706,375

2

$410,399

-3

($372,500)

6

$870,859

Cumulative Total:

19

$2,591,834

17

$3,261,375

8

$1,949,399

-3

($372,500)

41

$7,430,108

Note: table represents agreements signed within the respective periods and value of Underlying Assets represented by the agreements.  

 

See “Note C – Related Party Transactions”, “Note D –Debt”, and “Note A - Asset Dispositions” of the Notes to Financial Statements for additional information on asset acquisitions.


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Liquidity and Capital Resources

From inception, the Company and the Series have financed their business activities through capital contributions to the Company and individual Series from the Manager (or its affiliates). The Company and each Series expect to continue to have access to ample capital financing from the Manager going forward. However, there is no obligation or assurance that the Manager will provide such required capital. 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 at the sole discretion of the Manager. There can be no assurance that the Manager will continue to fund such expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date of this filing.

 

Cash and Cash Equivalent Balances

 

As of June 30, 2019 vs. December 31, 2018, the Company and the Series for which Closings had occurred, had cash or cash equivalents balances as follows:


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Picture 1 

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

Note: Only includes Series for which an offering has closed. RSE Collection cash balance represents loans or capital contributions to be used for future payment of operating expenses.


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Financial Obligations of the Company

 

On April 30, 2019, the Manager and the Company entered into a $1.5 million revolving line of credit (the “LOC”) with Silicon Valley Bank. The LOC allows the 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 accrues 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) and (ii) 6.0%. Interest expense is paid monthly by the Manager and the Manager will be reimbursed through the proceeds of completed offerings.

 

From time to time the Manager, affiliates of the Manager or third-parties may make non-interest-bearing payments or loans to the Company to acquire an Underlying Asset prior to the closing of an offering for the respective Series. In such cases, the respective Series would repay any such non-interest-bearing payments or loans plus accrued interest, as the case may be, used to acquire its respective Underlying Asset with proceeds generated from the Closing of the Offering for Interests of such Series. No Series will have any obligation to repay a loan incurred by the Company to purchase an Underlying Asset for another Series.

 

See the subsection of “Liquidity and Capital Resources” of “Note A” to the Company’s financial statements for additional information.  

Plan of Operations

 

 Completed, Launched and Qualified, but not Launched Offerings

The Company has completed, launched and qualified, but not launched the following number of Offerings.

 

# of Offerings Launched

# of Offerings Closed

# Qualified but not launched

2016 – 2017

3

1

2

Six-Months Ended 6/30/2018

3

4

2

Six-Months Ended 12/31/2018

14

12

12

Six-Months Ended 6/30/2019

13

14

5

Note: data represents number Offerings for Series Interests of each state of offering process in the given period.

 

Asset Disposals

The Company has sold the following Underlying Assets:  

 

# of Underlying Assets Sold

2016 – 2017

0

Six-Months Ended 6/30/2018

0

Six-Months Ended 12/31/2018

0

Six-Months Ended 6/30/2019

3


 


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Planned Offerings and Other Operations

The Company plans to launch the offerings with their status listed as “Upcoming” in the Master Series Table above in the remainder of 2019 and early 2020. The Company also plans to launch approximately 75 to 125 additional offerings in the next twelve-month period, as of the date of this filing, including offerings for increasingly higher value Underlying Assets.  The proceeds from any offerings closed during the next twelve months will be used to acquire the Underlying Asset of each Series for which an offering has closed. We believe that launching a larger number of offerings in 2019 and beyond will help us from a number of perspectives:

1)Continue to grow the user base on the Platform by attracting more Investors into our ecosystem. 

2)Enable the Company to reduce operating expenses for each Series, as we negotiate better contracts for storage, insurance and other operating expenses with a larger collection of Underlying Assets. 

3)Attract a larger community of Asset Sellers with high quality Underlying Assets to the Platform who may view us as a more efficient method of transacting than the traditional auction or dealership processes. 

 

In addition to more offerings, we also intend to continue to develop Membership Experience Programs, which allow Investors to enjoy the collection of automobiles acquired and managed by the Company through events, museums and other programs (the “Membership Experience Programs”). The initial testing of such Membership Experience Programs commenced in early 2019, with the opening of the Manager’s showroom in New York and launched the Manger’s online merchandise shopping experience, but no revenues have been generated by such programs for the Company or any of its Series as of the date of this filing. We expect to develop additional Membership Experience Programs throughout the remainder of 2019 and beyond, including one additional showroom location in the next twelve months as of the date of this filing. We believe that expanding the Membership Experience Programs in 2019 and beyond will help us from a number of perspectives:

1)Serve as an additional avenue to attract users to the Platform and to engage the existing users and Investors. 

2)Start to generate revenues for the Series from the Underlying Assets used in the Membership Experience Programs, which we anticipate will enable the Underlying Assets to generate revenues for the Series to cover, in whole or in part, the ongoing post-closing operating expenses. 

We do not anticipate generating enough revenues in fiscal year 2019 from Membership Experience Programs, or otherwise, to cover all the operating expenses for any of the existing Series, or any other Series of Interests for which offerings are expected to close in fiscal year 2019.  

 


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Plan of Distribution and Subscription Procedure

Plan of distribution

We are managed by the Manager, RSE Markets, Inc., a Delaware corporation incorporated in 2016. RSE Markets also owns and operates a mobile app-based investment Platform, through which Investors may indirectly invest, through a Series of the Company’s Interests, in collectible Underlying Asset opportunities that have been historically difficult to access for many market participants. Through the use of the Platform, Investors can browse and screen the potential investments and sign legal documents electronically. We intend to distribute the Interests exclusively through the Platform.  Neither the Manager nor the Asset Manager nor any other affiliated entity involved in the offer and sale of the Interests is a member firm of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of the Interests.

The sale of the Interests is being facilitated by the Broker, which is a registered broker-dealer under the Exchange Act and member of FINRA and is registered in each state where the offer and sales of the Interests will occur. Interests may not be offered or sold in states where the Broker is not registered as a broker-dealer.

With respect to the Interests:

-The Company is the entity which issues membership interests in each Series of the Company; 

-RSE Markets owns and operates the Platform, through which membership interests are offered under Tier 2 of Regulation A pursuant to this Offering Circular, and, in its capacity as Asset Manager, provides services with respect to the selection, acquisition, ongoing maintenance and upkeep of the Underlying Assets; 

-The Manager operates each Series of Interests following the closing of the Offering for that Series; and  

-The Broker, which is a registered broker-dealer, acts as the broker of record and facilitates the sale of the Interests while providing certain other Investor verification and regulatory services. For the avoidance of doubt, the Broker is not an underwriter or placement agent in connection with the Offering. The Broker does not purchase or solicit purchases of, or make any recommendations regarding, the Interests to prospective investors. 

 

Neither the Broker, nor any other entity, receives a finder’s fee or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests.

Each of the Offerings is being conducted under Regulation A under the Securities Act and therefore, only offered and sold to “qualified purchasers”.  For further details on the suitability requirements an Investor must meet in order to participate in these Offerings, see “Plan of Distribution and Subscription Procedure – Investor Suitability Standards”. As a Tier 2 offering pursuant to Regulation A under the Securities Act, these Offerings will be exempt from state law “Blue Sky” registration requirements, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our Interests are offered and sold only to “qualified purchasers” or at a time when our Interests are listed on a national securities exchange. It is anticipated that sales of securities will only be made in states where the Broker is registered.

The initial offering price for each Series of Interests is equal to the aggregate of (i) the purchase price of the applicable Underlying Asset, (ii) the Brokerage Fee, (iii) Offering Expenses, (iv) the Acquisition Expenses, and (v) the Sourcing Fee (in each case as described below) divided by the number of membership Interests sold in each Offering. The initial offering price for a particular Series is a fixed price and will not vary based on demand by Investors or potential investors.


39



The Plan of Distribution table below represents Offerings which have had a Closing as of June 30, 2019 and represents the details for each Series on its respective Closing date.

Series

Cash on Balance Sheet

Purchase Price

Brokerage Fee

Offering Expenses

Acquisition Expenses

Sourcing Fee

Total Offering Price

Purchase Price Per Interest

Number of Interests

#77LE1 (2)

$2,781

$69,400

$1,049

$0

$1,028

$3,443

$77,700

$38.85

2000

#69BM1

$4,149

$102,395

$778

$0

$4,691

$2,986

$115,000

$57.50

2000

#85FT1

$0

$172,500

$1,117

$0

$9,242

($17,859)

$165,000

$82.50

2000

#88LJ1

$0

$127,176

$914

$0

$6,332

$578

$135,000

$67.50

2000

#55PS1

$2,500

$405,000

$2,869

$0

$17,989

($3,357)

$425,000

$212.50

2000

#95BL1

$1,000

$112,500

$870

$889

$3,686

($444)

$118,500

$59.25

2000

#89PS1 (1)

$1,000

$160,000

$470

$1,238

$521

$1,771

$165,000

$82.50

2000

#90FM1 (1)

$500

$14,500

$90

$500

$446

$464

$16,500

$8.25

2000

#83FB1

$2,500

$330,000

$2,522

$2,625

$3,191

$9,162

$350,000

$70.00

5000

#98DV1

$2,500

$120,000

$954

$975

$3,257

$2,314

$130,000

$65.00

2000

#93XJ1

$1,500

$460,000

$3,487

$3,713

$33,674

($7,373)

$495,000

$99.00

5000

#02AX1

$2,000

$100,000

$793

$810

$2,452

$1,944

$108,000

$54.00

2000

#99LE1

$2,000

$62,100

$510

$521

$2,599

$1,770

$69,500

$34.75

2000

#91MV1

$1,000

$33,950

$279

$500

$1,671

$600

$38,000

$19.00

2000

#92LD1

$2,500

$146,181

$1,114

$1,238

$11,749

$2,219

$165,000

$55.00

3000

#94DV1

$2,000

$52,500

$388

$500

$271

$1,841

$57,500

$28.75

2000

#72MC1 (1)

$5,000

$115,000

$542

$934

$551

$2,474

$124,500

$62.25

2000

#06FG1

$2,500

$309,000

$2,316

$2,400

$586

$3,198

$320,000

$64.00

5000

#11BM1

$3,000

$78,500

$567

$630

$786

$517

$84,000

$42.00

2000

#80LC1 (1)

$3,500

$610,000

$4,305

$4,763

$3,216

$9,216

$635,000

$127.00

5000

#02BZ1

$3,000

$185,000

$1,316

$1,463

$1,601

$2,620

$195,000

$65.00

3000

#88BM1

$2,000

$135,000

$952

$1,058

$1,765

$226

$141,000

$47.00

3000

#63CC1

$2,000

$120,000

$916

$945

$586

$1,553

$126,000

$63.00

2000

#76PT1

$2,000

$179,065

$1,382

$1,424

$3,736

$1,793

$189,900

$63.30

3000

#75RA1

$2,750

$75,000

$586

$630

$1,302

$3,732

$84,000

$28.00

3000

#65AG1

$3,000

$170,000

$1,272

$1,339

$986

$1,903

$178,500

$89.25

2000

#93FS1

$2,500

$130,000

$1,011

$1,031

$1,686

$1,272

$137,500

$68.75

2000

#61JE1

$2,500

$235,000

$1,661

$1,845

$1,136

$3,858

$246,000

$82.00

3000

#90MM1

$1,500

$22,000

$196

$500

$1,486

$918

$26,600

$5.32

5000

 

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold and represents details through June 30, 2019. Brokerage Fee and Offering Expenses (Custody Fee) assume that 100% of Interests in each Offering are sold.

1)The Asset Seller retained a portion of interests of the offerings. 

2)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+. 


40



The Plan of Distribution table below represents Offerings for which there has not been a Closing as of June 30, 2019 and represents budgeted figures for each Series.

 

Series

Cash on Balance Sheet

Purchase Price

Brokerage Fee

Offering Expenses

Acquisition Expenses

Sourcing Fee

Total Offering Price

Purchase Price Per Interest

Maximum Number of Interests

#65FM1

$2,500

$75,000

$619

$619

$1,271

$2,492

$82,500

$41.25

2000

#88PT1

$1,750

$61,875

$485

$500

$3,594

$2,471

$66,000

$30.00

2200

#94LD1

$4,500

$570,000

$4,392

$4,481

$2,471

$11,656

$597,500

$119.50

5000

#99SS1

$2,500

$126,575

$1,375

$1,031

$3,704

$2,315

$137,500

$137.50

1000

#94FS1

$2,500

$135,399

$1,450

$1,088

$2,400

$2,164

$145,000

$72.50

2000

#72FG1 (2)

$5,000

$330,000

$2,588

$2,588

$1,521

$3,304

$345,000

$63.00

5476

#82AB1 (2)

$2,500

$110,000

$971

$971

$10,221

$4,837

$129,500

$58.86

2200

#90ME1

$2,500

$251,992

$2,063

$2,063

$12,022

$8,413

$275,000

$137.50

2000

#91GS1 (2)

$2,000

$33,000

$309

$500

$1,971

$3,470

$41,250

$18.75

2200

#99FG1 (2)

$2,000

$137,500

$1,093

$1,093

$1,271

$2,793

$145,750

$66.25

2200

#12MM1 (2)

$3,000

$115,000

$938

$938

$1,350

$3,775

$125,000

$62.50

2000

#87FF1 (2)

$2,500

$110,000

$885

$885

$2,750

$980

$118,000

$59.00

2000

#91DP1 (2)

$3,000

$385,000

$2,981

$2,981

$921

$2,617

$397,500

$79.50

5000

#61MG1

$3,000

$325,000

$2,550

$2,550

$2,271

$4,629

$340,000

$68.00

5000

#82AV1

$2,500

$285,000

$2,231

$2,231

$1,671

$3,867

$297,500

$148.75

2000

 

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold and represents details through June 30, 2019. Brokerage Fee and Offering Expenses (Custody Fee) assume that 100% of Interests in each Offering are sold.

1)The Asset Seller retains a portion of interests of the offerings. 

2)Values are based on current negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change. 

There will be different closing dates for each Offering. 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 this Offering Circular is qualified by 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 in its sole discretion.  

 

In the case of each Series designated with a purchase option agreement in the Master Series Table, the Company has independent purchase option agreements to acquire the individual Underlying Assets, which it plans to exercise upon the closing of the individual Offering. These individual purchase option agreements may be further extended past their initial expiration dates and in the case a Series Offering does not close on or before its individual expiration date, or if we are unable to negotiate an extension of the purchase option, the individual Offering will be terminated.

This Offering Circular does not constitute an offer or sale of any Series of Interests outside of the U.S.

Those persons who want to invest in the Interests must sign a Subscription Agreement, which will contain representations, warranties, covenants, and conditions customary for private placement investments in limited liability companies, see “How to Subscribe” below for further details.  A copy of the form of Subscription Agreement is attached as Exhibit 4.1.

Each Series of Interests will be issued in book-entry form without certificates and, as of this time, will be transferred into a custodial account, created by the Custodian for each Investor, upon the Closing of the applicable


41



Offerings. All previously issued shares held on the books of the Issuer are transferred into the Custodian brokerage accounts upon consent by the individual Investors.

The Asset Manager, the Manager or its affiliates, and not the Company, will pay all of the expenses incurred in these Offerings that are not covered by the Brokerage Fee, the Sourcing Fee, Offering Expenses or Acquisition Expenses, including fees to legal counsel, but excluding fees for counsel or other advisors to the Investors and fees associated with the filing of periodic reports with the Commission and future blue-sky filings with state securities departments, as applicable.  Any Investor desiring to engage separate legal counsel or other professional advisors in connection with this Offering will be responsible for the fees and costs of such separate representation.

 

Investor Suitability Standards

 

The Interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act) include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the Interests of the Company (in connection with this Series or any other Series offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

 

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

 

1.an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or 

2.earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. 

 

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser”, annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

 

The Interests will not be offered or sold to prospective Investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).

 

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

 

Our Manager and the Broker, in its capacity as broker of record for these Offerings, will be permitted to make a determination that the subscribers of Interests in each Offering are “qualified purchasers” in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal 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.


42



An investment in our Interests may involve significant risks. Only Investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Interests. See “Risk Factors”.

Minimum and Maximum Investment

The minimum subscription by an Investor in an Offering is one (1) Interest and the maximum subscription by any Investor in any Offering is for Interests representing 10% of the total Interests of the Series, where such maximum subscription limit may be waived for an Investor by the Manager in its sole discretion. Such limits do not apply to the Manager and/or affiliates of the Manager.  The Manager and/or its affiliates must purchase a minimum of 2% of Interests of each Series at the Closing of its each Offering. The Manager may purchase greater than 2% of Interests of any Series (including in excess of 10% of any Series) at the applicable Closing, in its sole discretion.   

Lock-up Period

Upon the Closing of an Offering for a particular Series, a 90-day lock-up period will commence from the day of the Closing, before Interests in the particular Series may be transferred by any Investor in such Series.  

Broker

 

Pursuant to a broker-dealer agreement, dated June 11, 2019, between the Company and Dalmore Group, LLC, a New York limited liability company (“Dalmore” or “Broker”) (as amended, the “Brokerage Agreement”) will serve as broker of record for the Company’s Regulation A offerings.

 

The Broker will perform the following technology and compliance services in connection with the sale of the Interests as a broker-of-record:

 

1.Accept Investor data from the Company; 

2.Review and process Investor information, including Know Your Customer (KYC) data, perform Anti-Money Laundering (AML), using the Broker and third-party vendors resources, and other compliance background checks, and provide a recommendation to the Company whether or not to accept Investor as a customer of the Company based solely on AML and KYC process; 

3.Coordinate and help establish escrow services for investor documentation, if necessary, through a third-party qualified escrow agent: 

4.Review each Investor’s subscription agreement to confirm accuracy of information and such Investors participation in the Series, and based upon such review provide a determination to the Company whether or not to accept the use of the subscription agreement for the Investor’s participation; 

5.Contact and/or notify the Company of any Investor that the Broker advises the Company to decline; 

6.Contact and/or notify the Company, if needed, to gather additional information or clarification; 

7.Serve as a registered agent for each Series on which it acts as broker-of-record where required for state blue sky law requirements;  

8.Coordinate and transmit book-entry data to the Company’s Custodian to assist in maintaining the Company’s ownership registry for each Series; 

9.Keep Investor details and data confidential and not disclose to any third-party except as required by regulators or in performance of its obligations under the Brokerage Agreement (e.g. as needed for AML and background checks); and  

10.Comply with any required FINRA filings including filings required under Rule 5110 for the Offering. 

 

 

The Broker is a broker-dealer registered with the Commission and a member of the FINRA and the SIPC and is registered in each state where the Offerings and sale of the Interest will occur but will not act as a finder, placement agent or underwriter in connection with these Offerings. The Broker will receive a Brokerage Fee but will not purchase or solicit the purchase of any Interests and, therefore, will not be eligible to receive any finder’s fees or any underwriting or placement agent discounts or commissions in connection with any Offering of Interests.  In addition, we have agreed pay the Broker for certain other expenses.


43



The Brokerage Agreement will remain in effect for a period ending on the earlier of: (i) the final closing of the Offering for a Series of Interests for which the Broker acts as broker-of-record, or (ii) twelve (12) months from the effective date of the Brokerage Agreement. A copy of the Brokerage Agreement is attached hereto as Exhibit 6.2.

Custodian

DriveWealth, LLC, a New Jersey limited liability company (“DriveWealth” or “Custodian”) will hold the brokerage accounts into which Interests in the Company’s offerings are transferred upon the closing of each of the Company’s offerings, dated March 2, 2018 (as amended, the “Custody Agreement”).  The Custodian is a broker-dealer registered with the Commission and a member of the FINRA and the SIPC and is registered in every state in which Interests in Series of the Company will be sold.  DriveWealth will receive a Custody Fee but will not purchase any Interests and, therefore, will not be eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with any Offering.

Escrow Agent

 

The escrow agent is Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”) who will be appointed pursuant to an escrow agreement among the Broker, the Escrow Agent, and the Company, on behalf of the Series (the “Escrow Agreement”). Each Series will generally be responsible for fees due to the Escrow Agent, which are categorized as part of the Offering Expenses described in the “Fees and Expenses” section below; however, the Manager has agreed to pay and not be reimbursed for fees due to the Escrow Agent incurred in the case of the Offerings for the Series in the Master Series Table. The Company and the Broker must jointly and severally indemnify the Escrow Agent and each of its officers, directors, employees and agents against any losses that are incurred in connection with providing the services under the Escrow Agreement other than losses that arise out of the Escrow Agent’s gross negligence or willful misconduct. A copy of the Escrow Agreement is attached hereto as Exhibit 8.1.

Fees and Expenses

Offering Expenses

Each Series of Interests will generally be responsible for certain fees, costs and expenses incurred in connection with the offering of the interests associated with that Series (the “Offering Expenses”). Offering Expenses consist of legal, accounting, escrow, filing, banking, compliance costs and custody fees, as applicable, related to a specific offering (and excludes ongoing costs described in Operating Expenses). The Manager has agreed to pay and not be reimbursed for Offering Expenses incurred with respect to the Offerings for the Series detailed in the Master Series Table except in the case of Custody Fees, which are funded through the proceeds of the respective Offerings at Closing.

As compensation for providing certain custodian services to the Company, the Custodian will receive a fee equal to 0.75% of the amount raised through each Offering and at a minimum $500 per Offering (the “Custody Fee”).  Each Series of interests will be responsible for paying its own Custody Fee to the Custodian in connection with the sale of interests in such Series, except if otherwise stated for a particular Series. The Custody Fee will be payable from the proceeds of such Offering. For all previously closed Offerings, the Manager will retroactively pay the Custodian the Custody Fee upon transfer of Interests related to such Offerings into the brokerage accounts created for each Interest Holder by the Custodian.

Acquisition Expenses

Each Series of Interests will be responsible for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the Underlying Asset related to such Series incurred prior to the Closing, including brokerage and sales fees and commissions (but excluding the Brokerage Fee), appraisal fees, research fees, transfer taxes, third party industry and due diligence experts, bank fees and interest (if the Underlying Asset was acquired using debt prior to completion of an offering), auction house fees, travel and lodging for inspection purposes, transportation costs to transfer the Underlying Asset from the Asset Seller’s possession to the storage facility or to locations for creation of photography and videography materials (including any


44



insurance required in connection with such transportation), vehicle registration fees, initial refurbishment or maintenance, technology costs for installing tracking technology (hardware and software) into the Underlying Asset and photography and videography expenses in order to prepare the profile for the Underlying Asset on the Platform (the “Acquisition Expenses”). The Acquisition Expenses will be payable from the proceeds of each offering.

Brokerage Fee

As compensation for providing certain broker-dealer services to the Company, the Broker will receive a fee equal to 1.00% of the gross proceeds of each Offering (the “Brokerage Fee”), except in the case of Series #72FG1, Series #82AB1, Series #99FG1, Series #91GS1, Series #91DP1, Series #12MM1, Series #87FF1, Series #90ME1, Series #61MG1 and Series#82AV1, where the Brokerage Fee is 0.75% of gross proceeds less any proceeds from Interests purchased by the Manager, its affiliates or the Asset Sellers. Each Series of interests will be responsible for paying its own Brokerage Fee to the Broker in connection with the sale of interests in such Series, except if otherwise stated for a particular Series. The Brokerage Fee will be payable from the proceeds of such Offering. In addition to the Brokerage Fee, we have agreed to pay the Broker for certain other expenses, including a one-time advance set up fee of $10,000, of which any unused portion will be reimbursed to the Company. This set-up fee is to facilitate the Offerings but is not related to a specific Series of Interests.

Sourcing Fee

The Manager will be paid the Sourcing Fee, which in respect of each Offering, shall not exceed the amounts described in the Master Series Table and in respect of any other offering, such amount as determined by the Manager at the time of such offering.

Additional Information Regarding this Offering Circular

We have not authorized anyone to provide you with information other than as set forth in this Offering Circular.  Except as otherwise indicated, all information contained in this Offering Circular is given as of the date of this Offering Circular.  Neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

From time to time, we may provide an “Offering Circular Supplement” that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular Supplement. The Offering Statement we filed with the Commission includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular.  You should read this Offering Circular and the related exhibits filed with the Commission and any Offering Circular Supplement, together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the Commission.

The Offering Statement and all amendments, supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section for the applicable Underlying Asset on the Platform.  The contents of the Platform (other than the Offering Statement, this Offering Circular and the Appendices and Exhibits thereto) are not incorporated by reference in or otherwise a part of this Offering Circular.

How to Subscribe

 

Potential Investors who are “qualified purchasers” may subscribe to purchase Interests in the Series which have not had a Closing, as detailed in the Master Series Table (gray highlighting in the Master Series Table indicates Series for which an offering has not yet closed).

 

The subscription process for each Offering is a separate process. Any potential Investor wishing to acquire any Series Interests must:

 

1.Carefully read this Offering Circular, and any current supplement, as well as any documents  


45



described in the Offering Circular and attached hereto or which you have requested. Consult with your tax, legal and financial advisors to determine whether an investment in any of the Series Interests is suitable for you.

 

2.Review the Subscription Agreement (including the “Investor Qualification and Attestation” attached thereto), which was pre-populated following your completion of certain questions on the Platform application and if the responses remain accurate and correct, sign the completed Subscription Agreement using electronic signature. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers. 

 

3.Once the completed Subscription Agreement is signed for a particular Offering, an integrated online payment provider will transfer funds in an amount equal to the purchase price for the relevant Series of Interests you have applied to subscribe for (as set out on the front page of your Subscription Agreement) into a non-interest-bearing escrow account with the Escrow Agent. The Escrow Agent will hold such subscription monies in escrow until such time as your Subscription Agreement is either accepted or rejected by the Manager and, if accepted, such further time until you are issued with Series Interests for which you subscribed. 

 

4.The Manager and the Broker will review the subscription documentation completed and signed by you. You may be asked to provide additional information. The Manager or the Broker will contact you directly if required. We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw any Offering at any time prior to Closing. 

 

5.Once the review is complete, the Manager will inform you whether or not your application to subscribe for the Series Interests is approved or denied and if approved, the number of Series Interests you are entitled to subscribe for. If your subscription is rejected in whole or in part, then your subscription payments (being the entire amount if your application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. The Manager accepts subscriptions on a first-come, first served basis subject to the right to reject or reduce subscriptions. 

 

6.If all or a part of your subscription in a particular Series is approved, then the number of Series Interests you are entitled to subscribe for will be issued to you upon the Closing. Simultaneously with the issuance of the Series Interests, the subscription monies held by the Escrow Agent in escrow on your behalf will be transferred to the account of the applicable Series as consideration for such Series Interests. 

 

By executing the Subscription Agreement, you agree to be bound by the terms of the Subscription Agreement and the Third Amended and Restated Limited Liability Company Agreement of the Company (as amended from time to time, the “Operating Agreement”). The Company, the Manager and the Broker will rely on the information you provide in the Subscription Agreement, including the “Investor Qualification and Attestation” attached thereto and the supplemental information you provide in order for the Manager and the Broker to verify your status as a “qualified purchaser”. If any information about your “qualified purchaser” status changes prior to you being issued Series Interests, please notify the Manager immediately using the contact details set out in the Subscription Agreement.

 

For further information on the subscription process, please contact the Manager using the contact details set out in the “Where to Find Additional Information” section.

 

The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing account with the Escrow Agent and will not be commingled with the Series of Interests’ operating account, until if and when there is a Closing for a particular Offering with respect to that Investor. When the Escrow Agent has received instructions from the Manager or the Broker that an Offering will close, and the Investor’s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such Investor’s subscription proceeds in its possession to the account of the applicable Series. If an Offering is terminated without a Closing, or if a prospective Investor’s subscription is not accepted or is cut back due to oversubscription or otherwise,


46



such amounts placed into escrow by prospective Investors will be returned promptly to them without interest or deductions. Any costs and expenses associated with a terminated offering will be borne by the Manager.

COMPENSATION

Compensation of Executive Officers

We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by the Company.  Each of the executive officers of the Manager manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives.  Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the Manager.  Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to the Manager, we do not intend to pay any compensation directly to these individuals.

Compensation of the Manager

The Manager may receive Sourcing Fees and reimbursement for costs incurred relating to the Offering described herein and other offerings (e.g., Offering Expenses and Acquisition Expenses).  Neither the Manager nor the Asset Manager nor its affiliates will receive any selling commissions or dealer manager fees in connection with the offer and sale of the Interests.

As of the date of this filing, the annual compensation of the Manager was as follows:

 

Year

Name

Capacities in which compensation was received (e.g., Chief Executive Officer, director, etc.)

Cash compensation

($)

Other compensation

($)

Total compensation

($)

2016

RSE Markets, Inc.

Manager

$0

$0

$0

2017

RSE Markets, Inc.

Manager

$3,443

$0

$3,443

2018

RSE Markets, Inc.

Manager

$26,423

$0

$26,423

2019 (1)

RSE Markets, Inc.

Manager

$34,143

$0

$34,143

(1)Represents cash payments to the Manager through June 30, 2019.   

The Manager will receive Sourcing Fees for each subsequent offering for Series of Interests in the Company that closes as detailed in the “Use of Proceeds” section of the respective offerings. Additional details on Sourcing Fees received by the Manager can be found in the Master Series Table.

In addition, should a Series’ revenue exceed its ongoing Operating Expenses and various other potential financial obligations of the Series, the Manager in its capacity as the Asset Manager may receive a Management Fee as described in Description of the Business –Management Fee.”  To date, no Management Fees have been paid by any Series and we do not expect to pay any Management Fees in Fiscal Year 2019.

A more complete description of Management of the Company is included in “Description of the Business” and “Management”.


47



PRINCIPAL INTEREST HOLDERS

The Company is managed by the Manager. At the Closing of each Offering, the Manager or an affiliate will own at least 2% of the Interests acquired on the same terms as the other Investors. The address of the Manager is 250 Lafayette Street, 3rd Floor, New York, NY 10012.

As of June 30, 2019, the securities of the Company are beneficially owned as follows:

Title of class

Closing Date

Total Interests Offered

Interest Owned by Manager (1) (2)

Total Offering Value

Interest Retained by Seller

Interest - Series #77LE1 (3)

4/13/2017

2000

201 / 10%

$77,700

0 / 0%

Interest - Series #69BM1

2/7/2018

2000

211 / 11%

$115,000

0 / 0%

Interest - Series #85FT1

2/15/2018

2000

210 / 11%

$165,000

0 / 0%

Interest - Series #88LJ1

4/12/2018

2000

205 / 10%

$135,000

0 / 0%

Interest - Series #55PS1

6/6/2018

2000

477 / 24%

$425,000

0 / 0%

Interest - Series #95BL1

7/12/2018

2000

53 / 3%

$118,500

0 / 0%

Interest - Series #89PS1

7/31/2018

2000

40 / 2%

$165,000

1200 / 60%

Interest - Series #90FM1

7/31/2018

2000

42 / 2%

$16,500

500 / 25%

Interest - Series #83FB1

9/5/2018

5000

204 / 4%

$350,000

0 / 0%

Interest - Series #98DV1

10/10/2018

2000

44 / 2%

$130,000

0 / 0%

Interest - Series #93XJ1

11/6/2018

5000

317 / 6%

$495,000

0 / 0%

Interest - Series #02AX1

11/30/2018

2000

51 / 3%

$108,000

0 / 0%

Interest - Series #99LE1

12/4/2018

2000

44 / 2%

$69,500

0 / 0%

Interest - Series #91MV1

12/7/2018

2000

41 / 2%

$38,000

0 / 0%

Interest - Series #92LD1

12/26/2018

3000

1573 / 52%

$165,000

0 / 0%

Interest - Series #94DV1

12/26/2018

2000

491 / 25%

$57,500

0 / 0%

Interest - Series #72MC1

1/4/2019

2000

40 / 2%

$124,500

778 / 39%

Interest - Series #06FG1

1/8/2019

5000

193 / 4%

$320,000

0 / 0%

Interest - Series #11BM1

1/25/2019

2000

855 / 43%

$84,000

0 / 0%

Interest - Series #80LC1

2/8/2019

5000

106 / 2%

$635,000

279 / 6%

Interest - Series #02BZ1

2/8/2019

3000

1219 / 41%

$195,000

0 / 0%

Interest - Series #88BM1

2/25/2019

3000

1308 / 44%

$141,000

0 / 0%

Interest - Series #63CC1

3/18/2019

2000

61 / 3%

$126,000

0 / 0%

Interest - Series #76PT1

3/22/2019

3000

90 / 3%

$189,900

0 / 0%

Interest - Series #75RA1

4/9/2019

3000

210 / 7%

$84,000

0 / 0%

Interest - Series #65AG1

4/16/2019

2000

100 / 5%

$178,500

0 / 0%

Interest - Series #93FS1

4/22/2019

2000

40 / 2%

$137,500

0 / 0%

Interest - Series #61JE1

4/26/2019

3000

553 / 18%

$246,000

0 / 0%


48



Interest - Series #90MM1

4/26/2019

5000

100 / 2%

$26,600

0 / 0%

Interest - Series #65FM1

Q3 2019 or Q4 2019

1

1 / 100%

$82,500

0 / 0%

Interest - Series #88PT1

Q3 2019 or Q4 2019

1

1 / 100%

$66,000

0 / 0%

Interest - Series #94LD1

Q3 2019 or Q4 2019

1

1 / 100%

$597,500

0 / 0%

Interest - Series #99SS1

Q3 2019 or Q4 2019

1

1 / 100%

$137,500

0 / 0%

Interest - Series #94FS1

Q3 2019 or Q4 2019

1

1 / 100%

$145,000

0 / 0%

Interest - Series #72FG1

Q4 2019 or Q1 2020

1

1 / 100%

$345,000

0 / 0%

Interest - Series #82AB1

Q4 2019 or Q1 2020

1

1 / 100%

$129,500

0 / 0%

Interest - Series #90ME1

Q4 2019 or Q1 2020

1

1 / 100%

$275,000

0 / 0%

Interest - Series #91GS1

Q4 2019 or Q1 2020

1

1 / 100%

$41,250

0 / 0%

Interest - Series #99FG1

Q4 2019 or Q1 2020

1

1 / 100%

$145,750

0 / 0%

Interest - Series #12MM1

Q4 2019 or Q1 2020

1

1 / 100%

$125,000

0 / 0%

Interest - Series #87FF1

Q4 2019 or Q1 2020

1

1 / 100%

$118,000

0 / 0%

Interest - Series #91DP1

Q4 2019 or Q1 2020

1

1 / 100%

$397,500

0 / 0%

Interest - Series #61MG1

Q3 2019 or Q4 2019

1

1 / 100%

$340,000

0 / 0%

Interest - Series #82AV1

Q4 2019 or Q1 2020

1

1 / 100%

$297,500

0 / 0%

 

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold.

 

(1)RSE Markets, Inc., the Manager, is the beneficial owner of these Interests.   

(2)Upon the designation of the Series, RSE Markets, Inc. became the initial member holding 100% of the interest in the Series.  Upon the Closing of the Offering, RSE Markets, Inc. must own at least 2%.  

(3)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+. 


49



RSE COLLECTION, LLC
FINANCIAL STATEMENTS

CONTENTS

 

PAGE 

RSE COLLECTION, LLC AND VARIOUS SERIES:

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018 (audited)F-1 

 

Consolidated Statements of Operations for the six months ended June 30, 2019 (unaudited) F-11 

and 2018 (unaudited)

 

Consolidated Statements of Members’ Equity / (Deficit) for the six months ended F-18
June 30, 2019 (unaudited) and 2018 (unaudited)
 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2019 (unaudited) F-22 

and 2018 (unaudited)

 

 

Notes to Consolidated Financial Statements F-29 


50


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited)


Picture 13 


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

 

F-1 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited)


Picture 14 


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

 

F-2 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited)


Picture 15 


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

 

F-3 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited)


Picture 16 


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

 

F-4 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited)


Picture 3 


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

 

F-5 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited)


Picture 6 


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

 

F-6 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2018


Picture 1 


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

 

F-7


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2018


Picture 2 


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

 

F-8


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2018


Picture 3 


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

 

F-9 


RSE COLLECTION, LLC

 

Consolidated Balance Sheets as of December 31, 2018


Picture 4 


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

 

F-10 


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)


Picture 19 


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

 

F-11


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)


Picture 20 


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

 

F-12


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)


Picture 21 


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

 

F-13


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)


Picture 22 


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

 

F-14


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)



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

 

F-15


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)



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

 

F-15


RSE COLLECTION, LLC

 

Consolidated Statements of Operations

Six-Months Ended June 30, 2019 (unaudited)


Picture 23 


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

 

F-15