PART II AND III 2 rseaapos.htm POST AFFECTIVE AMENDMENT #11

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

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

The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, the offering of additional series of RSE Archive, LLC and 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, and the additional series being added to the offering statement by means of this post-qualification amendment, are outlined in the “Master Series Table” contained in the section titled “Interests in Series Covered by This Amendment” of the Offering Circular to this post-qualification amendment.

This Post-Qualification Offering Circular Amendment No. 11 amends the Post-Qualification Offering Circular No. 10 of RSE Archive LLC, dated September 15, as qualified on September 24, 2020, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

POST-QUALIFICATION OFFERING CIRCULAR AMENDMENT NO. 11

SUBJECT TO COMPLETION; DATED SEPTEMBER 28, 2020

RSE ARCHIVE, LLC

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

(347-952-8058) Telephone Number

www.rallyrd.com

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

		Series Membership Interests Overview
		Price to Public	Underwriting Discounts and Commissions (1)(2)(3)	Proceeds to Issuer	Proceeds to Other Persons

Series #52MANTLE	Per Unit	$132.00		$132.00
	Total Minimum	$105,600		$105,600
	Total Maximum	$132,000		$132,000

Series #71MAYS	Per Unit	$28.50		$28.50
	Total Minimum	$45,600		$45,600
	Total Maximum	$57,000		$57,000

Series #RLEXPEPSI	Per Unit	$8.90		$8.90
	Total Minimum	$14,240		$14,240
	Total Maximum	$17,800		$17,800

Series #10COBB	Per Unit	$39.00		$39.00
	Total Minimum	$31,200		$31,200
	Total Maximum	$39,000		$39,000

Series #POTTER	Per Unit	$24.00		$24.00
	Total Minimum	$57,600		$57,600
	Total Maximum	$72,000		$72,000

Series #TWOCITIES	Per Unit	$72.50	$72.50
	Total Minimum	$11,600	$11,600
	Total Maximum	$14,500	$14,500

Series #FROST	Per Unit	$67.50	$67.50
	Total Minimum	$10,800	$10,800
	Total Maximum	$13,500	$13,500

Series #BIRKINBLEU	Per Unit	$58.00	$58.00
	Total Minimum	$46,400	$46,400
	Total Maximum	$58,000	$58,000

Series #SMURF	Per Unit	$17.25	$17.25
	Total Minimum	$27,600	$27,600
	Total Maximum	$34,500	$34,500

Series #70RLEX	Per Unit	$20.00	$20.00
	Total Minimum	$16,000	$16,000
	Total Maximum	$20,000	$20,000

Series #EINSTEIN	Per Unit	$7.25	$7.25
	Total Minimum	$11,600	$11,600
	Total Maximum	$14,500	$14,500

Series #HONUS	Per Unit	$52.00	$52.00
	Total Minimum	$416,000	$416,000
	Total Maximum	$520,000	$520,000

Series #75ALI	Per Unit	$23.00	$23.00
	Total Minimum	$36,800	$36,800
	Total Maximum	$46,000	$46,000

Series #71ALI	Per Unit	$15.50	$15.50
	Total Minimum	$24,800	$24,800
	Total Maximum	$31,000	$31,000

Series #APROAK	Per Unit	$75.00	$75.00
	Total Minimum	$60,000	$60,000
	Total Maximum	$75,000	$75,000


Series #88JORDAN	Per Unit	$11.00	$11.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000

Series #BIRKINBOR	Per Unit	$26.25	$26.25
	Total Minimum	$42,000	$42,000
	Total Maximum	$52,500	$52,500

Series #33RUTH	Per Unit	$38.50	$38.50
	Total Minimum	$61,600	$61,600
	Total Maximum	$77,000	$77,000

Series #SPIDER1	Per Unit	$22.00	$22.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000

Series #BATMAN3	Per Unit	$78.00	$78.00
	Total Minimum	$62,400	$62,400
	Total Maximum	$78,000	$78,000

Series #ROOSEVELT	Per Unit	$19.50	$19.50
	Total Minimum	$15,600	$15,600
	Total Maximum	$19,500	$19,500

Series #ULYSSES	Per Unit	$51.00	$51.00
	Total Minimum	$20,400	$20,400
	Total Maximum	$25,500	$25,500

Series #56MANTLE	Per Unit	$1.00	$1.00
	Total Minimum	$8,000	$8,000
	Total Maximum	$10,000	$10,000

Series #AGHOWL	Per Unit	$38.00	$38.00
	Total Minimum	$15,200	$15,200
	Total Maximum	$19,000	$19,000

Series #98JORDAN	Per Unit	$64.00	$64.00
	Total Minimum	$102,400	$102,400
	Total Maximum	$128,000	$128,000

Series #18ZION	Per Unit	$30.00	$30.00
	Total Minimum	$12,000	$12,000
	Total Maximum	$15,000	$15,000

Series #SNOOPY	Per Unit	$12.75	$12.75
	Total Minimum	$20,400	$20,400
	Total Maximum	$25,500	$25,500

Series #APOLLO11	Per Unit	$32.00	$32.00
	Total Minimum	$25,600	$25,600
	Total Maximum	$32,000	$32,000

Series #24RUTHBAT	Per Unit	$85.00	$85.00
	Total Minimum	$204,000	$204,000
	Total Maximum	$255,000	$255,000

Series #YOKO	Per Unit	$80.00	$80.00
	Total Minimum	$12,800	$12,800
	Total Maximum	$16,000	$16,000

Series #86JORDAN	Per Unit	$40.00	$40.00
	Total Minimum	$32,000	$32,000
	Total Maximum	$40,000	$40,000

Series #RUTHBALL1	Per Unit	$14.50	$14.50
	Total Minimum	$23,200	$23,200
	Total Maximum	$29,000	$29,000

Series #HULK1	Per Unit	$44.50	$44.50
	Total Minimum	$71,200	$71,200
	Total Maximum	$89,000	$89,000

Series #HIMALAYA	Per Unit	$70.00	$70.00
	Total Minimum	$112,000	$112,000
	Total Maximum	$140,000	$140,000

Series #55CLEMENTE	Per Unit	$38.00	$38.00
	Total Minimum	$30,400	$30,400
	Total Maximum	$38,000	$38,000


Series #38DIMAGGIO	Per Unit	$22.00	$22.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000

Series #BOND1	Per Unit	$39.00	$39.00
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #LOTR	Per Unit	$29.00	$29.00
	Total Minimum	$23,200	$23,200
	Total Maximum	$29,000	$29,000

Series #CATCHER	Per Unit	$25.00	$25.00
	Total Minimum	$10,000	$10,000
	Total Maximum	$12,500	$12,500

Series #SUPER21	Per Unit	$1.00	$1.00
	Total Minimum	$6,800	$6,800
	Total Maximum	$8,500	$8,500

Series #BATMAN1	Per Unit	$71.00	$71.00
	Total Minimum	$56,800	$56,800
	Total Maximum	$71,000	$71,000

Series #GMTBLACK1	Per Unit	$28.00	$28.00
	Total Minimum	$22,400	$22,400
	Total Maximum	$28,000	$28,000

Series #BIRKINTAN	Per Unit	$28.00	$28.00
	Total Minimum	$22,400	$22,400
	Total Maximum	$28,000	$28,000

Series #61JFK	Per Unit	$11.50	$11.50
	Total Minimum	$18,400	$18,400
	Total Maximum	$23,000	$23,000

Series #50JACKIE	Per Unit	$1.00	$1.00
	Total Minimum	$8,000	$8,000
	Total Maximum	$10,000	$10,000

Series #POKEMON1	Per Unit	$25.00	$25.00
	Total Minimum	$100,000	$100,000
	Total Maximum	$125,000	$125,000

Series #LINCOLN	Per Unit	$20.00	$20.00
	Total Minimum	$64,000	$64,000
	Total Maximum	$80,000	$80,000

Series #STARWARS1	Per Unit	$1.00	$1.00
	Total Minimum	$9,600	$9,600
	Total Maximum	$12,000	$12,000

Series #56TEDWILL	Per Unit	$45.00	$45.00
	Total Minimum	$72,000	$72,000
	Total Maximum	$90,000	$90,000

Series #68MAYS	Per Unit	$19.50	$19.50
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #TMNT1	Per Unit	$65.00	$65.00
	Total Minimum	$52,000	$52,000
	Total Maximum	$65,000	$65,000

Series #CAPTAIN3	Per Unit	$37.00	$37.00
	Total Minimum	$29,600	$29,600
	Total Maximum	$37,000	$37,000

Series #51MANTLE	Per Unit	$17.00	$17.00
	Total Minimum	$27,200	$27,200
	Total Maximum	$34,000	$34,000

Series #CHURCHILL	Per Unit	$1.00	$1.00
	Total Minimum	$6,000	$6,000
	Total Maximum	$7,500	$7,500

Series #SHKSPR4	Per Unit	$115.00	$115.00
	Total Minimum	$92,000	$92,000
	Total Maximum	$115,000	$115,000


Series #03KOBE	Per Unit	$8.00	$8.00
	Total Minimum	$40,000	$40,000
	Total Maximum	$50,000	$50,000

Series #03LEBRON	Per Unit	$17.00	$17.00
	Total Minimum	$27,200	$27,200
	Total Maximum	$34,000	$34,000

Series #03JORDAN	Per Unit	$20.50	$20.50
	Total Minimum	$32,800	$32,800
	Total Maximum	$41,000	$41,000

Series #39TEDWILL	Per Unit	$5.00	$5.00
	Total Minimum	$22,400	$22,400
	Total Maximum	$28,000	$28,000

Series #94JETER	Per Unit	$45.00	$45.00
	Total Minimum	$36,000	$36,000
	Total Maximum	$45,000	$45,000

Series #2020TOPPS	Per Unit	$10.00	$10.00
	Total Minimum	$80,000	$80,000
	Total Maximum	$100,000	$100,000

Series #FANFOUR1	Per Unit	$52.50	$52.50
	Total Minimum	$84,000	$84,000
	Total Maximum	$105,000	$105,000

Series #86RICE	Per Unit	$1.00	$1.00
	Total Minimum	$18,400	$18,400
	Total Maximum	$23,000	$23,000

Series #DAREDEV1	Per Unit	$1.00	$1.00
	Total Minimum	$9,200	$9,200
	Total Maximum	$11,500	$11,500

Series #85MARIO	Per Unit	$50.00	$50.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #TOS39	Per Unit	$45.00	$45.00
	Total Minimum	$108,000	$108,000
	Total Maximum	$135,000	$135,000

Series #05LATOUR	Per Unit	$9.80	$9.80
	Total Minimum	$7,840	$7,840
	Total Maximum	$9,800	$9,800

Series #16SCREAG	Per Unit	$39.00	$39.00
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #14DRC	Per Unit	$54.00	$54.00
	Total Minimum	$43,200	$43,200
	Total Maximum	$54,000	$54,000

Series #57MANTLE	Per Unit	$1.00	$1.00
	Total Minimum	$6,400	$6,400
	Total Maximum	$8,000	$8,000

Series #FAUBOURG	Per Unit	$75.00	$75.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #16PETRUS	Per Unit	$5.00	$5.00
	Total Minimum	$36,000	$36,000
	Total Maximum	$45,000	$45,000

Series #ALICE	Per Unit	$1.00	$1.00
	Total Minimum	$9,600	$9,600
	Total Maximum	$12,000	$12,000

Series #SPIDER10	Per Unit	$5.00	$5.00
	Total Minimum	$16,800	$16,800
	Total Maximum	$21,000	$21,000

Series #SOBLACK	Per Unit	$56.00	$56.00
	Total Minimum	$44,800	$44,800
	Total Maximum	$56,000	$56,000


Series #GATSBY	Per Unit	$50.00	$50.00
	Total Minimum	$160,000	$160,000
	Total Maximum	$200,000	$200,000

Series #57STARR	Per Unit	$1.00	$1.00
	Total Minimum	$6,400	$6,400
	Total Maximum	$8,000	$8,000

Series #93DAYTONA	Per Unit	$21.00	$21.00
	Total Minimum	$33,600	$33,600
	Total Maximum	$42,000	$42,000

Series #79STELLA	Per Unit	$5.00	$5.00
	Total Minimum	$55,200	$55,200
	Total Maximum	$69,000	$69,000

Series #APEOD	Per Unit	$62.00	$62.00
	Total Minimum	$24,800	$24,800
	Total Maximum	$31,000	$31,000

Series #15PTKWT	Per Unit	$108.00	$108.00
	Total Minimum	$86,400	$86,400
	Total Maximum	$108,000	$108,000

Series #AMZFNT15	Per Unit	$65.00	$65.00
	Total Minimum	$26,000	$26,000
	Total Maximum	$32,500	$32,500

Series #TKAM	Per Unit	$16.00	$16.00
	Total Minimum	$25,600	$25,600
	Total Maximum	$32,000	$32,000

Series #NEWTON	Per Unit	$68.75	$68.75
	Total Minimum	$220,000	$220,000
	Total Maximum	$275,000	$275,000

Series #BATMAN6	Per Unit	$13.50	$13.50
	Total Minimum	$21,600	$21,600
	Total Maximum	$27,000	$27,000

Series #HALONFR	Per Unit	$27.00	$27.00
	Total Minimum	$21,600	$21,600
	Total Maximum	$27,000	$27,000

Series #AVENGERS1	Per Unit	$54.00	$54.00
	Total Minimum	$216,000	$216,000
	Total Maximum	$270,000	$270,000

Series #SUPER14	Per Unit	$25.00	$25.00
	Total Minimum	$104,000	$104,000
	Total Maximum	$130,000	$130,000

Series #DUNE	Per Unit	$13.25	$13.25
	Total Minimum	$10,600	$10,600
	Total Maximum	$13,250	$13,250

Series #TORNEK	Per Unit	$55.00	$55.00
	Total Minimum	$132,000	$132,000
	Total Maximum	$165,000	$165,000

Series #ANMLFARM	Per Unit	$10.00	$10.00
	Total Minimum	$8,000	$8,000
	Total Maximum	$10,000	$10,000

Series #37HEISMAN	Per Unit	$46.00	$46.00
	Total Minimum	$368,000	$368,000
	Total Maximum	$460,000	$460,000

Series #JUSTICE1	Per Unit	$43.00	$43.00
	Total Minimum	$172,000	$172,000
	Total Maximum	$215,000	$215,000

Series #AF15	Per Unit	$25.00	$25.00
	Total Minimum	$160,000	$160,000
	Total Maximum	$200,000	$200,000

Series #59JFK	Per Unit	$13.00	$13.00
	Total Minimum	$20,800	$20,800
	Total Maximum	$26,000	$26,000


Series #GRAPES	Per Unit	$19.50	$19.50
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #JOBSMAC	Per Unit	$10.00	$10.00
	Total Minimum	$40,000	$40,000
	Total Maximum	$50,000	$50,000

Series #AVENGE57	Per Unit	$1.00	$1.00
	Total Minimum	$16,000	$16,000
	Total Maximum	$20,000	$20,000

Series #PICNIC	Per Unit	$27.00	$27.00
	Total Minimum	$43,200	$43,200
	Total Maximum	$54,000	$54,000

Series #CLEMENTE2	Per Unit	$35.00	$35.00
	Total Minimum	$56,000	$56,000
	Total Maximum	$70,000	$70,000

Series #09TROUT	Per Unit	$20.00	$20.00
	Total Minimum	$180,000	$180,000
	Total Maximum	$225,000	$225,000

Series #62MANTLE	Per Unit	$25.00	$25.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #KEROUAC	Per Unit	$20.00	$20.00
	Total Minimum	$78,400	$78,400
	Total Maximum	$98,000	$98,000

Series #09BEAUX	Per Unit	$5.00	$5.00
	Total Minimum	$27,200	$27,200
	Total Maximum	$34,000	$34,000

Series #13BEAUX	Per Unit	$5.00	$5.00
	Total Minimum	$20,400	$20,400
	Total Maximum	$25,500	$25,500

Series #09RBLEROY	Per Unit	$25.00	$25.00
	Total Minimum	$86,000	$86,000
	Total Maximum	$107,500	$107,500

Series #00MOUTON	Per Unit	$13.50	$13.50
	Total Minimum	$21,600	$21,600
	Total Maximum	$27,000	$27,000

Series #11BELAIR	Per Unit	$11.00	$11.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000

Series #06BRM	Per Unit	$10.00	$10.00
	Total Minimum	$14,800	$14,800
	Total Maximum	$18,500	$18,500

Series #17DUJAC	Per Unit	$8.00	$8.00
	Total Minimum	$20,800	$20,800
	Total Maximum	$26,000	$26,000

Series #00NEWMAN	Per Unit	$5.00	$5.00
	Total Minimum	$12,400	$12,400
	Total Maximum	$15,500	$15,500

Series #NASA1	Per Unit	$30.00	$30.00
	Total Minimum	$240,000	$240,000
	Total Maximum	$300,000	$300,000

Series #03KOBE2	Per Unit	$4.00	$4.00
	Total Minimum	$18,400	$18,400
	Total Maximum	$23,000	$23,000

Series #FAUBOURG2	Per Unit	$15.00	$15.00
	Total Minimum	$132,000	$132,000
	Total Maximum	$165,000	$165,000

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

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

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

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

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

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

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

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

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

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

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

No securities are being offered by existing security-holders.

Each Offering is being conducted under Tier II of Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where the BOR is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest-bearing escrow account with Atlantic Capital Bank, N.A., the “Escrow Agent”, and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Series. See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” for additional information.

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

This Offering Circular contains forward-looking statements which are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager or Asset Manager can guarantee future performance, or that future developments affecting the Company, the Manager, the Asset Manager, or the Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be

materially different from those expressed or implied by these forward-looking statements. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

GENERALLY, NO SALE MAY BE MADE TO YOU IN ANY OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO HTTP://WWW.INVESTOR.GOV.

NOTICE TO RESIDENTS OF THE STATES OF TEXAS AND WASHINGTON:

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

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

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

TABLE OF CONTENTS

RSE ARCHIVE, LLC

SECTIONPAGE

EXPLANATORY NOTE1

INCORPORATION BY REFERENCE OF OFFERING CIRCULAR2

INTERESTS IN SERIES COVERED BY THIS AMENDMENT3

RISK FACTORS13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION32

PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE60

MANAGEMENT70

COMPENSATION79

PRINCIPAL INTEREST HOLDERS80

RSE ARCHIVE, LLC FINANCIAL STATEMENTSF-1

EXHIBIT INDEXIII-1

INCORPORATION BY REFERENCE OF OFFERING CIRCULAR

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

1.Part II of the Post-Qualification Amendment to Offering Circular No. 10 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment.

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 10

2.Supplement No. 1 Dated August 31, 2020 to the Post-Qualification Offering Circular Amendment No. 9 Dated August 7, 2020, with respect to Series #16PETRUS.

3.Part II of the Post-Qualification Amendment to Offering Circular No. 9 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 9

4.Part II of the Post-Qualification Amendment to Offering Circular No.8 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 8

5.Part II of the Post-Qualification Amendment to Offering Circular No.7 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 7

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

·Cautionary Note Regarding Forward-Looking Statements

·Trademarks and Trade Names

·Additional Information

·Offering Summary

·Potential Conflicts of Interest

·Dilution

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

·Description of The Business

·Description of Interests Offered

·Material United States Tax Considerations

·Where to Find Additional Information

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

INTERESTS IN SERIES COVERED BY THIS AMENDMENT

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

Series / Series Name	Qualification Date	Underlying Asset	Agreement Type	Status	Opening Date (1)	Closing Date (1)	Offering Price per Interest	Minimum / Maximum Membership Interests (2)	Minimum / Maximum Offering Size	Sourcing Fee	Trading Window (4)
#52MANTLE / Series Mickey Mantle Card	10/11/2019	1952 Topps #311 Mickey Mantle Card	Purchase Option Agreement	Closed	10/18/2019	10/25/2019	$132.00	1,000	$132,000 (3)	$3,090	6/30/2020
#71MAYS / Series Willie Mays Jersey	10/11/2019	1971 Willie Mays Jersey	Purchase Option Agreement	Closed	10/25/2019	10/31/2019	$28.50	2,000	$57,000 (3)	$1,830	7/7/2020
#RLEXPEPSI / Series Rolex Gmt-Master II Pepsi	10/11/2019	Rolex GMT Master II 126710BLRO	Purchase Agreement	Closed	11/1/2019	11/6/2019	$8.90	2,000	$17,800 (3)	$22	6/30/2020
#10COBB / Series E98 Ty Cobb	10/11/2019	1910 E98 Ty Cobb Card	Purchase Option Agreement	Closed	11/8/2019	11/14/2019	$39.00	1,000	$39,000 (3)	$1,510	7/7/2020
#POTTER / Series Harry Potter	10/11/2019	1997 First Edition Harry Potter	Purchase Agreement	Closed	11/15/2019	11/21/2019	$24.00	3,000	$72,000 (3)	($510)	7/14/2020
#TWOCITIES / Series A Tale of Two Cities	10/11/2019	First Edition A Tale of Two Cities	Purchase Option Agreement	Closed	11/15/2019	11/21/2019	$72.50	200	$14,500 (3)	$55	7/21/2020
#FROST / Series A Boy’s Will	10/11/2019	First Edition A Boy's Will	Purchase Option Agreement	Closed	11/15/2019	11/21/2019	$67.50	200	$13,500 (3)	$865	7/28/2020
#BIRKINBLEU / Series Hermès Birkin Bag	11/1/2019	Bleu Saphir Lizard Hermès Birkin	Upfront Purchase	Closed	11/22/2019	11/27/2019	$58.00	1,000	$58,000 (3)	$170	8/4/2020
#SMURF / Series Rolex Submariner "Smurf"	11/1/2019	Rolex Submariner Date "Smurf" Ref. 116619LB	Upfront Purchase	Closed	11/22/2019	11/27/2019	$17.25	2,000	$34,500 (3)	$2,905	7/28/2020
#70RLEX / Series Rolex Beta 21	10/11/2019	1970 Rolex Ref. 5100 Beta 21	Purchase Agreement	Closed	11/29/2019	12/6/2019	$20.00	1,000	$20,000 (3)	$50	8/11/2020
#EINSTEIN / Series Philosopher-Scientist	10/11/2019	First Edition of Philosopher-Scientist	Purchase Option Agreement	Closed	12/6/2019	12/13/2019	$7.25	2,000	$14,500 (3)	$1,355	8/4/2020
#HONUS / Series T206 Honus Wagner Card	11/27/2019	1909-1911 T206 Honus Wagner Card	Purchase Option Agreement	Closed	12/11/2019	12/26/2019	$52.00	10,000	$520,000 (3)	$5,572	8/11/2020
#75ALI / Series Ali-Wepner Fight Boots	11/1/2019	1975 Muhammad Ali Boots worn in fight against Chuck Wepner	Purchase Agreement	Closed	12/19/2019	12/29/2019	$23.00	2,000	$46,000 (3)	($10)	9/1/2020
#71ALI / Series “Fight of The Century” Contract	10/11/2019	1971 “Fight of the Century” Contract	Purchase Option Agreement	Sold - $40,000 Acquisition Offer Accepted on 02/07/2020	12/16/2019	12/30/2019	$15.50	2,000	$31,000 (3)	$1,090	2/6/2020
#APROAK / Series Audemars Piguet A-Series	11/1/2019	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	Upfront Purchase	Closed	12/6/2019	1/2/2020	$75.00	1,000	$75,000 (3)	($63)	9/15/2020

#88JORDAN / Series Michael Jordan 1988 Sneakers	11/1/2019	1988 Michael Jordan Nike Air Jordan III Sneakers	Purchase Agreement	Closed	1/19/2020	1/27/2020	$11.00	2,000	$22,000 (3)	$230	9/1/2020
#BIRKINBOR / Series Hermès Bordeaux Porosus Birkin Bag	12/18/2019	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	Purchase Option Agreement	Closed	2/13/2020	2/20/2020	$26.25	2,000	$52,500 (3)	$225	8/25/2020
#33RUTH / Series 1933 Goudey Babe Ruth Card	12/18/2019	1933 Goudey #144 Babe Ruth Card	Upfront Purchase	Closed	2/20/2020	2/26/2020	$38.50	2,000	$77,000 (3)	$603	9/22/2020
#SPIDER1 / Series 1963 Amazing Spider-Man #1	12/18/2019	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	Purchase Option Agreement	Closed	2/28/2020	3/4/2020	$22.00	1,000	$22,000 (3)	$230	9/15/2020
#BATMAN3 / Series 1940 Batman #3	12/18/2019	1940 D.C. Comics Batman #3 CGC NM 9.4	Purchase Option Agreement	Closed	2/28/2020	3/4/2020	$78.00	1,000	$78,000 (3)	$585	9/22/2020
#ROOSEVELT / Series African Game Trails	10/11/2019	First Edition African Game Trails	Purchase Option Agreement	Closed	3/6/2020	3/10/2020	$19.50	1,000	$19,500 (3)	$1,008	9/15/2020
#ULYSSES / Series Ulysses	10/11/2019	1935 First Edition Ulysses	Purchase Option Agreement	Closed	3/6/2020	3/10/2020	$51.00	500	$25,500 (3)	$695	9/22/2020
#56MANTLE / Series 1956 Topps Mickey Mantle Card	12/18/2019	1956 Topps #135 Mickey Mantle Card	Upfront Purchase	Closed	1/3/2020	3/11/2020	$1.00	10,000	$10,000 (3)	($650)	8/25/2020
#AGHOWL / Series Howl and Other Poems	10/11/2019	First Edition Howl and Other Poems	Purchase Option Agreement	Closed	3/6/2020	3/11/2020	$38.00	500	$19,000 (3)	$810	6/23/2020
#98JORDAN / Series Michael Jordan Jersey	10/11/2019	1998 Michael Jordan Jersey	Purchase Option Agreement	Sold - $165,000 Acquisition Offer Accepted on 05/08/2020	3/9/2020	3/22/2020	$64.00	2,000	$128,000 (3)	$4,160	5/14/2020
#18ZION / Series Zion Williamson 2018 Sneakers	11/1/2019	2018 Zion Williamson Adidas James Harden Sneakers	Upfront Purchase	Closed	3/27/2020	4/2/2020	$30.00	500	$15,000 (3)	$200	7/14/2020
#SNOOPY / Series 2015 Omega Speedmaster "Silver Snoopy"	11/27/2019	2015 Omega Speedmaster Moonwatch	Upfront Purchase	Closed	4/2/2020	4/7/2020	$12.75	2,000	$25,500 (3)	($55)	8/18/2020
#APOLLO11 / Series New York Times Apollo 11	11/1/2019	Apollo 11 Crew-Signed New York Times Cover	Upfront Purchase	Closed	4/8/2020	4/19/2020	$32.00	1,000	$32,000 (3)	$130	8/18/2020
#24RUTHBAT / Series 1924 Babe Ruth Bat	12/18/2019	1924 George "Babe" Ruth Professional Model Bat	Purchase Agreement	Closed	4/10/2020	5/3/2020	$85.00	3,000	$255,000 (3)	($513)	9/8/2020
#YOKO / Series Grapefruit	10/11/2019	First Edition Grapefruit	Purchase Option Agreement	Closed	4/29/2020	5/11/2020	$80.00	200	$16,000 (3)	$840	9/8/2020
#86JORDAN / Series 1986 Fleer Michael Jordan Card	4/30/2020	1986 Fleer #57 Michael Jordan Card	Upfront Purchase	Sold - $80,000 Acquisition Offer Accepted on 06/01/2020	5/6/2020	5/13/2020	$40.00	1,000	$40,000 (3)	$600	6/1/2020

#RUTHBALL1 / Series 1934-39 Babe Ruth Ball	4/30/2020	1934-39 Official American League Babe Ruth Single Signed Baseball	Purchase Agreement	Closed	5/8/2020	5/24/2020	$14.50	2,000	$29,000 (3)	$510	9/8/2020
#HULK1 / Series 1962 The Incredible Hulk #1	4/30/2020	1962 The Incredible Hulk #1 CGC VF 8.0	Purchase Agreement	Closed	5/12/2020	5/24/2020	$44.50	2,000	$89,000 (3)	$143	9/8/2020
#HIMALAYA / Series Hermès Himalaya Birkin Bag	12/18/2019	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware	Purchase Option Agreement	Closed	5/19/2020	5/27/2020	$70.00	2,000	$140,000 (3)	$6,300	9/15/2020
#55CLEMENTE / Series 1955 Topps Roberto Clemente Card	4/30/2020	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	Purchase Agreement	Closed	5/28/2020	6/4/2020	$38.00	1,000	$38,000 (3)	$520	9/22/2020
#38DIMAGGIO / Series 1938 Goudey Joe DiMaggio Card	4/30/2020	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	Purchase Agreement	Closed	5/28/2020	6/4/2020	$22.00	1,000	$22,000 (3)	$680	9/15/2020
#BOND1 / Series Casino Royale	4/30/2020	1953 First Edition, First Issue Casino Royale	Upfront Purchase	Closed	6/4/2020	6/12/2020	$39.00	1,000	$39,000 (3)	$510
#LOTR / Series The Lord of the Rings Trilogy	4/30/2020	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	Upfront Purchase	Closed	6/4/2020	6/12/2020	$29.00	1,000	$29,000 (3)	$10
#CATCHER / Series The Catcher in the Rye	4/30/2020	1951 First Edition, First Issue The Catcher in the Rye	Upfront Purchase	Closed	6/4/2020	6/12/2020	$25.00	500	$12,500 (3)	$25
#SUPER21 / Series Superman #21	4/30/2020	1943 Superman #21 CGC VF/NM 9.0 comic book	Purchase Option Agreement	Closed	5/7/2020	6/17/2020	$1.00	8,500	$8,500 (3)	$615
#BATMAN1 / Series 1940 Batman #1	4/30/2020	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	Purchase Agreement	Closed	6/11/2020	6/18/2020	$71.00	1,000	$71,000 (3)	$658
#GMTBLACK1 / Series Rolex GMT-Master ref. 16758	4/30/2020	Rolex 18k Yellow Gold GMT-Master ref. 16758	Upfront Purchase	Closed	6/17/2020	6/25/2020	$28.00	1,000	$28,000 (3)	$1,520
#BIRKINTAN / Series Hermès Tangerine Ostrich Birkin Bag	4/30/2020	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	Purchase Option Agreement	Closed	6/17/2020	6/25/2020	$28.00	1,000	$28,000 (3)	$1,520

#61JFK / Series Inaugural Addresses	6/8/2020	1961 inscribed copy of Inaugural Addresses of the Presidents of the United States	Purchase Agreement	Closed	6/27/2020	7/7/2020	$11.50	2,000	$23,000 (3)	$5,520
#50JACKIE / Series 1950 Jackie Robinson Card	4/30/2020	1950 Bowman #22 Jackie Robinson Card	Upfront Purchase	Closed	6/10/2020	7/8/2020	$1.00	10,000	$10,000 (3)	$2
#POKEMON1 / Series 1999 Pokémon First Edition Set	4/30/2020	1999 Pokemon First Edition PSA GEM MT 10 Complete Set	Upfront Purchase	Closed	6/23/2020	7/8/2020	$25.00	5,000	$125,000 (3)	$4,213
#LINCOLN / Series 1864 Abraham Lincoln Photo	6/8/2020	1864 Signed, Vignetted Portrait of Abraham Lincoln	Purchase Agreement	Closed	7/1/2020	7/9/2020	$20.00	4,000	$80,000 (3)	$13,900
#STARWARS1 / Series Star Wars #1	6/8/2020	1977 Star Wars #1 CGC VF/NM 9.0 comic book	Purchase Agreement	Closed	7/1/2020	7/14/2020	$1.00	12,000	$12,000 (3)	$980
#56TEDWILL / Series 1956 Ted Williams Jersey	6/8/2020	1956 Ted Williams Game-Worn Red Sox Home Jersey	Purchase Agreement	Closed	7/16/2020	7/26/2020	$45.00	2,000	$90,000 (3)	$7,825
#68MAYS / Series 1968 Willie Mays Bat	6/8/2020	1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat	Purchase Agreement	Closed	7/17/2020	7/26/2020	$19.50	2,000	$39,000 (3)	$5,510
#TMNT1 / Series Teenage Mutant Ninja Turtles #1	6/8/2020	1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book	Purchase Option Agreement	Closed	7/23/2020	7/30/2020	$65.00	1,000	$65,000 (3)	$3,720
#CAPTAIN3 / Series Captain America #3	4/30/2020	1941 Captain America Comics #3 CGC VG/FN 5.0 comic book	Purchase Option Agreement	Closed	7/23/2020	7/30/2020	$37.00	1,000	$37,000 (3)	$464
#51MANTLE / Series 1951 Bowman Mickey Mantle Card	6/8/2020	1951 Bowman #253 Mickey Mantle Card	Purchase Agreement	Closed	7/16/2020	7/30/2020	$17.00	2,000	$34,000 (3)	$3,060
#CHURCHILL / Series Second World War	4/30/2020	First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill	Upfront Purchase	Closed	7/7/2020	8/6/2020	$1.00	7,500	$7,500 (3)	$25
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio	4/30/2020	1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies	Purchase Agreement	Closed	7/30/2020	8/6/2020	$115.00	1,000	$115,000 (3)	$7,282

#03KOBE / Series 2003-04 UD Kobe Bryant Card	7/20/2020	2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card	Purchase Agreement	Closed	8/2/2020	8/16/2020	$8.00	6,250	$50,000 (3)	$4,400
#03LEBRON / Series 2003-04 UD LeBron James Card	7/20/2020	2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card	Purchase Agreement	Closed	8/5/2020	8/16/2020	$17.00	2,000	$34,000 (3)	$7,560
#03JORDAN / Series 2003-04 UD Michael Jordan Card	7/20/2020	2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card	Purchase Agreement	Closed	8/6/2020	8/16/2020	$20.50	2,000	$41,000 (3)	$6,490
#39TEDWILL / Series 1939 Play Ball Ted Williams Card	7/20/2020	1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card	Purchase Agreement	Closed	8/13/2020	8/24/2020	$5.00	5,600	$28,000 (3)	($1,130)
#94JETER / Series 1994 Derek Jeter Jersey	7/20/2020	1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey	Purchase Agreement	Closed	8/9/2020	8/24/2020	$45.00	1,000	$45,000 (3)	$4,450
#2020TOPPS / Series 2020 Topps Complete Set	7/20/2020	Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards	Purchase Option Agreement	Closed	8/13/2020	8/25/2020	$10.00	10,000	$100,000 (3)	$100
#FANFOUR1 / Series 1961 Fantastic Four #1	4/30/2020	1961 Fantastic Four #1 CGC VF+ 8.5 comic book	Purchase Option Agreement	Closed	8/23/2020	9/2/2020	$52.50	2,000	$105,000 (3)	$2,563
#86RICE / Series 1986 Topps Jerry Rice Card	7/20/2020	1986 Topps #161 Jerry Rice Rookie Card	Purchase Agreement	Closed	7/28/2020	9/15/2020	$1.00	23,000	$23,000 (3)	$1,636
#DAREDEV1 / Series Daredevil #1	6/8/2020	1964 Daredevil #1 CGC VF/NM 9.0 comic book	Purchase Agreement	Closed	7/28/2020	9/15/2020	$1.00	11,500	$11,500 (3)	$985
#85MARIO / Series 1985 Super Mario Bros.	6/8/2020	1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+	Purchase Option Agreement	Closed	8/16/2020	9/15/2020	$50.00	3,000	$150,000 (3)	$6,775
#TOS39 / Series Tales of Suspense #39	7/20/2020	1963 Tales of Suspense #39 CGC NM 9.4 comic book	Purchase Agreement	Closed	8/27/2020	9/15/2020	$45.00	3,000	$135,000 (3)	$12,038

#05LATOUR / Series 2005 Château Latour	7/20/2020	One case of twelve (12) 75cl bottles of 2005 Château Latour	Purchase Agreement	Closed	9/3/2020	9/15/2020	$9.80	1,000	$9,800 (3)	$1,161
#16SCREAG / 2016 Screaming Eagle	7/20/2020	Four cases of three (3) 75cl bottles of 2016 Screaming Eagle	Purchase Agreement	Closed	9/3/2020	9/15/2020	$39.00	1,000	$39,000 (3)	$5,566
#14DRC / Series 2014 Domaine de la Romanée-Conti	7/20/2020	One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti	Purchase Agreement	Closed	9/3/2020	9/15/2020	$54.00	1,000	$54,000 (3)	$6,380
#57MANTLE / Series 1957 Topps Mickey Mantle Card	7/20/2020	1957 Topps #95 Mickey Mantle Card	Purchase Agreement	Closed	9/6/2020	9/21/2020	$1.00	8,000	$8,000 (3)	($1,182)
#FAUBOURG / Series Hermès Sellier Faubourg Birkin	4/30/2020	2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware	Purchase Option Agreement	Closed	9/9/2020	9/21/2020	$75.00	2,000	$150,000 (3)	$31,675
#16PETRUS / Series 2016 Chateau Petrus	7/20/2020	Two cases of six (6) 75cl bottles of 2016 Château Petrus	Purchase Agreement	Open	8/29/2020	Q4 2020 or Q1 2021	$5.00	7,200 / 9,000	$36,000 / $45,000	$5,214
#ALICE / Series Alice’s Adventures in Wonderland	7/20/2020	1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll	Purchase Option Agreement	Open	9/6/2020	Q4 2020 or Q1 2021	$1.00	9,600 / 12,000	$9,600 / $12,000	$1,480
#SPIDER10 / Series 1963 Amazing Spider-Man #10	8/21/2020	1963 Marvel Comics Amazing Spider-Man #10 CGC NM/M 9.8 comic book	Purchase Agreement	Open	9/6/2020	Q4 2020 or Q1 2021	$5.00	3,360 / 4,200	$16,800 / $21,000	$1,690
#SOBLACK / Series Hermès So Black Birkin	4/30/2020	2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware	Purchase Option Agreement	Open	9/10/2020	Q4 2020 or Q1 2021	$56.00	800 / 1,000	$44,800 / $56,000	$4,240
#GATSBY / Series The Great Gatsby	6/8/2020	inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald	Purchase Option Agreement	Open	9/14/2020	Q4 2020 or Q1 2021	$50.00	3,200 / 4,000	$160,000 / $200,000	$10,800
#57STARR / Series 1957 Topps Bart Starr Card	7/20/2020	1957 Topps #119 Bart Starr Rookie Card	Purchase Agreement	Open	9/16/2020	Q4 2020 or Q1 2021	$1.00	6,400 / 8,000	$6,400 / $8,000	($1,180)

#93DAYTONA / Series Rolex Daytona ref. 16528	7/20/2020	1993 Rolex Oyster Perpetual Cosmograph Daytona ref. 16528	Purchase Agreement	Open	9/24/2020	Q4 2020 or Q1 2021	$21.00	1,600 / 2,000	$33,600 / $42,000	$3,480
#79STELLA / Series Rolex Ref. 18038 Coral Stella	9/24/2020	1979 Rolex Ref. 18038 Coral “Stella Dial” Day-Date	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$5.00	11,040 / 13,800	$55,200 / $69,000	$5,693
#APEOD / Series Audemars Piguet "End of Days"	11/1/2019	Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01	Upfront Purchase	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$62.00	400 / 500	$24,800 / $31,000	$940
#15PTKWT / Series Patek Philippe World Time	11/1/2019	Patek Philippe Complications World Time Ref. 5131R-001	Purchase Option Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$108.00	800 / 1,000	$86,400 / $108,000	($140)
#AMZFNT15 / Series 1962 Amazing Fantasy #15	4/30/2020	1962 Amazing Fantasy #15 CGC VG+ 4.5	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$65.00	400 / 500	$26,000 / $32,500	$575
#TKAM / Series To Kill a Mockingbird	6/8/2020	1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$16.00	1,600 / 2,000	$25,600 / $32,000	$1,980
#NEWTON / Series Principia	6/8/2020	1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton	Purchase Option Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$68.75	3,200 / 4,000	$220,000 / $275,000	$14,488
#BATMAN6 / Series Batman #6	6/8/2020	1941 Batman #6 CGC NM 9.4 comic book	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$13.50	1,600 / 2,000	$21,600 / $27,000	$2,330
#HALONFR / Series Halo: Combat Evolved	7/20/2020	2001 Halo: Combat Evolved [NFR Not For Resale] Wata 9.8 A++ Sealed Xbox Video Game	Purchase Option Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$27.00	800 / 1,000	$21,600 / $27,000	$2,630
#AVENGERS1 / Series 1963 Avengers #1	7/20/2020	1963 Avengers #1 CGC NM + 9.6 comic book	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$54.00	4,000 / 5,000	$216,000 / $270,000	$14,675
#SUPER14 / Series Superman #14	7/20/2020	1942 Superman #14 CGC NM 9.4 comic book	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$25.00	4,160 / 5,200	$104,000 / $130,000	$7,125
#DUNE / Series Inscribed First Edition Dune	7/20/2020	1965 Inscribed First Edition Copy of Frank Herbert’s Dune	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$13.25	800 / 1,000	$10,600 / $13,250	$1,418

#TORNEK / Series Tornek-Rayville ref. TR-900	7/20/2020	1964 Tornek-Rayville ref. TR-900	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$55.00	2,400 / 3,000	$132,000 / $165,000	$8,513
#ANMLFARM / Series Animal Farm	8/21/2020	First Edition, First printing of Animal Farm by George Orwell	Upfront Purchase	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$10.00	800 / 1,000	$8,000 / $10,000	$500
#37HEISMAN / Series 1937 Heisman Memorial Trophy	8/21/2020	1937 Heisman Memorial Trophy Awarded to Yale University Halfback Clint Frank	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$46.00	8,000 / 10,000	$368,000 / $460,000	$41,350
#JUSTICE1 / Series Justice League of America #1	8/21/2020	1960 Justice League of America #1 CGC NM+ 9.6 comic book	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$43.00	4,000 / 5,000	$172,000 / $215,000	$20,638
#AF15 / Series Amazing Fantasy #15	8/21/2020	1962 Amazing Fantasy #15 CGC VF 8.0 comic book	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$25.00	6,400 / 8,000	$160,000 / $200,000	$6,900
#59JFK / Series Profiles in Courage	8/21/2020	1959 Inscribed Presentation Copy of Profiles in Courage by John F. Kennedy	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$13.00	1,600 / 2,000	$20,800 / $26,000	$1,540
#GRAPES / Series Grapes of Wrath	8/21/2020	1939 Inscribed First Edition Presentation copy of The Grapes of Wrath by John Steinbeck	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$19.50	1,600 / 2,000	$31,200 / $39,000	$6,410
#JOBSMAC / Series 1986 Steve Jobs Signed Computer	8/21/2020	1986 Macintosh Plus Computer Signed by Steve Jobs	Upfront Purchase	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$10.00	4,000 / 5,000	$40,000 / $50,000	$13,400
#AVENGE57 / Series 1968 Avengers #57	8/21/2020	1968 Marvel Avengers #57 CGC NM/M 9.8 comic book	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$1.00	16,000 / 20,000	$16,000 / $20,000	$1,700
#PICNIC / Series Hermès Picnic Kelly 35	8/21/2020	Limited Edition Natural Barénia Leather & Osier Picnic Kelly 35cm Bag with palladium hardware	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$27.00	1,600 / 2,000	$43,200 / $54,000	$4,360
#CLEMENTE2 / Series 1959 Roberto Clemente Bat	9/24/2020	1959 Roberto Clemente Signature Model Bat	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$35.00	1,600 / 2,000	$56,000 / $70,000	$8,175

#09TROUT / Series 2009 Bowman Mike Trout Card	9/24/2020	2009 Bowman Chrome Draft Prospects #DBPP89 Mike Trout (Orange Refractor) Signed Rookie Card	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$20.00	9,000 / 11,250	$180,000 / $225,000	($4,538)
#62MANTLE / Series 1962 Mickey Mantle World Series Bat	9/24/2020	1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$25.00	4,800 / 6,000	$120,000 / $150,000	$14,775
#KEROUAC / Series On The Road	9/24/2020	1957 inscribed First Edition, Presentation Copy of "On the Road" by Jack Kerouac	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$20.00	3,920 / 4,900	$78,400 / $98,000	$10,585
#09BEAUX / Series 2009 Vosne-Romanee Les Beaux Monts, Leroy	9/24/2020	One case of twelve (12) bottles of 2009 Vosne-Romanée Les Beaux Monts, Domaine Leroy	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$5.00	5,440 / 6,800	$27,200 / $34,000	$3,085
#13BEAUX / Series 2013 Vosne-Romanee Les Beaux Monts, Leroy	9/24/2020	One case of twelve (12) bottles of 2013 Vosne-Romanée Les Beaux Monts, Domaine Leroy	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$5.00	4,080 / 5,100	$20,400 / $25,500	$2,268
#09RBLEROY / Series 2009 Richebourg, Leroy	9/24/2020	One case of twelve (12) bottles of 2009 Richebourg, Domaine Leroy	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$25.00	3,440 / 4,300	$86,000 / $107,500	$8,734
#00MOUTON / Series 2000 Chateau Mouton-Rothschild	9/24/2020	One case of twelve (12) bottles of 2000 Château Mouton-Rothschild	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$13.50	1,600 / 2,000	$21,600 / $27,000	$2,181
#11BELAIR / Series 2011 Vosne-Romanee Aux Reignots	9/24/2020	One case of twelve (12) bottles of 2011 Vosne-Romanée Aux Reignots, Domaine du Comte Liger-Belair	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$11.00	1,600 / 2,000	$17,600 / $22,000	$1,685
#06BRM / Series 2006 Barolo Riserva Monfortino	9/24/2020	One case of twelve (12) bottles of 2006 Barolo Riserva Monfortino, Giacomo Conterno	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$10.00	1,480 / 1,850	$14,800 / $18,500	$1,495

#17DUJAC / Series 2017 Chambertin, Dujac	9/24/2020	Two cases of six (6) bottles of 2017 Chambertin, Domaine Dujac	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$8.00	2,600 / 3,250	$20,800 / $26,000	$1,408
#00NEWMAN / Series 2000 Newman Race Suit	9/24/2020	Signed Sparco race suit worn by Paul Newman during the 2000 Rolex 24 Hours of Daytona Race Series	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$5.00	2,480 / 3,100	$12,400 / $15,500	$1,147
#NASA1 / Series Apollo 11 Control Stick	9/24/2020	1969 Buzz Aldrin NASA Apollo 11 space-flown control stick	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$30.00	8,000 / 10,000	$240,000 / $300,000	$39,793
#03KOBE2 / Series 2003-04 UD Patch Auto Kobe Bryant Card	9/24/2020	2003-04 Upper Deck Exquisite Collection Patches Autographs #KB Kobe Bryant Card graded BGS NM-MT+ 8.5	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$4.00	4,600 / 5,750	$18,400 / $23,000	$670
#FAUBOURG2 / Series Hermes Blue Faubourg Birkin Bag	9/24/2020	2019 Hermès 20cm Sellier Faubourg Blue Multicolor Birkin with Palladium Hardware	Purchase Agreement	Upcoming	Q4 2020 or Q1 2021	Q4 2020 or Q1 2021	$15.00	8,800 / 11,000	$132,000 / $165,000	$11,513

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

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

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

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

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

RISK FACTORS

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 through the Liquidity Platform (see “Description of the Business – Liquidity Platform” for additional information), via the Platform, via third party registered broker-dealers or otherwise. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance and/or the value of the Interests. If any of these risks actually occurs, the value of the Interests may be materially adversely affected. 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. The following considerations are among those that should be carefully evaluated before making an investment in the Interests.

Risks relating to the structure, operation and performance of the Company

An investment in an Offering constitutes only an investment in that Series and not in the Company or directly in any Underlying Asset.

An Investor in an Offering will acquire an ownership Interest in the Series of Interests related to that Offering and not, for the avoidance of doubt, in (i) the Company, (ii) any other Series of Interests, (iii) the Manager, (iv) the Asset Manager, (v) the Platform or (vi) directly in the Underlying Asset associated with the Series or any Underlying Asset owned by any other Series of Interests. 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 thus retains significant control over the management of the Company and each Series and the Asset Manager significant control over 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.

There is currently no trading market for our securities. An active market in which Investors can resell their Interests may not develop.

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. Although there is a possibility that the proposed Liquidity Platform (see “Description of the Business – Liquidity Platform” for additional information), which would be a discretionary and irregular matching service of a registered broker-dealer, may permit some liquidity, the resulting auction process does not operate like a stock exchange or other traditional trading markets. We anticipate that Trading Windows (as described in “Description of the Business – Liquidity Platform”) for Interests would be infrequent, occurring with respect to any Series no more than every 30 to 90 days, and would be short, likely lasting only one or two days. There is no assurance that a matching transaction will be found for any given Investor who attempts to purchase or sell an Interest in a Trading Window. Furthermore, there can be no guarantee that the broker will continue to provide these services or that the Company or its Managing Member will pay any fees or other amounts that would be required to maintain that service. Without any such matching service, it may be difficult or impossible for you to dispose of your Interests, and even if there is such a matching service you might not be able to effect a resale through the Liquidity Platform. Accordingly, you may have no liquidity for your Interests, particularly if the Underlying Asset in respect of that Interest is never sold. Even if a public or private market does develop through the Liquidity Platform or otherwise, the market price of the Interests could decline below the amount you paid for your Interests.

There may be state law restrictions on an Investor’s ability to sell the Interests.

Each state has its own securities laws, often called “Blue Sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for brokers and dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker or dealer must be registered in that state. We do not know whether our securities will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our Interests. There may be significant state Blue Sky law restrictions on the ability of Investors to sell, and on purchasers to buy, our Interests. In addition, Tier 2 of Regulation A limits qualified resales of our Interests to 30% of the aggregate Offering price of a particular Offering. Investors should consider the resale market for our securities to be limited. Investors may be unable to resell their securities, or they may be unable to resell them without the significant expense of state registration or qualification, or opinions to our satisfaction that no such registration or qualification is required.

We do not have a significant operating history and, as a result, there is a limited amount of information about us on which to base an investment decision.

The Company and each Series were recently formed in January 2019 and have not generated any revenues and have no operating history upon which prospective Investors may evaluate their performance. No guarantee can be given that the Company or any Series will achieve their investment objectives, the value of any Underlying Asset will increase or that any Underlying Asset will be successfully monetized.

There can be no guarantee that the Company will reach its funding target from potential Investors with respect to any Series or future proposed Series of Interests.

Due to the start-up nature of the Company and the Manager, there can be no guarantee that the Company will reach its funding target from potential Investors with respect to any Series or future proposed Series of Interests. In the event the Company does not reach a funding target, it may not be able to achieve its investment objectives by acquiring additional Underlying Assets through the issuance of further Series of Interests and monetizing them to generate distributions for Investors. In addition, if the Company is unable to raise funding for additional Series of Interests, this may impact any Investors already holding Interests as they will not see the benefits which arise from economies of scale following the acquisition by other Series of Interests of additional Underlying Assets and other monetization opportunities (e.g., hosting events with the collection of Memorabilia Assets).

There is substantial doubt about our ability to continue as a going concern.

The Company's and each listed Series’ ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

There are few businesses that have pursued a strategy or investment objective similar to the Company’s.

We believe the number of other companies crowdfunding the Asset Class or proposing to run a platform for crowdfunding of Interests in the Asset Class is very limited to date. One business that is affiliated with the Company, has pursued a similar strategy with a different asset class. The Company and the Interests may not gain market acceptance from potential Investors, potential Asset Sellers or service providers within the Asset Class’ industry, including insurance companies, storage facilities or maintenance partners. This could result in an inability of the Manager to operate the Underlying Assets profitably. This could impact the issuance of further Series of Interests and additional Underlying Assets being acquired by the Company. This would further inhibit market acceptance of the Company and if the Company does not acquire any additional Underlying Assets, Investors would not receive any benefits which arise from economies of scale (such as reduction in storage costs as a large number of Underlying Assets are stored at the same facility, group discounts on insurance and the ability to monetize Underlying Assets through Museums or other Membership Experience Programs (as described in “Description of the Business – Business of the Company”) that would require the Company to own a substantial number of Underlying Assets).

Offering amount exceeds value of Underlying Asset.

The size of each Offering will exceed the purchase price of the related Underlying Asset as at the date of such Offering (as the proceeds of the Offering in excess of the purchase price of the Underlying Asset will be used to pay fees, costs and expenses incurred in making the Offering and acquiring the Underlying Asset). If an Underlying Asset had to be sold and there has not been substantial appreciation of the value of the Underlying Asset prior to such sale, there may not be sufficient proceeds from the sale of the Underlying Asset to repay Investors the amount of their initial investment (after first paying off any liabilities on the Underlying Asset at the time of the sale including but not limited to any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in excess of this amount.

Excess Operating Expenses could the materially and adversely affect the value of Interests and result in dilution to Investors.

Operating Expenses related to a particular Series incurred post-Closing shall be the responsibility of the Series. However, if the Operating Expenses of a particular Series exceed the amount of revenues generated from the Underlying Asset of such Series, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the particular Series, on which the Manager or the Asset Manager may impose a reasonable rate of interest, and be entitled to Operating Expenses Reimbursement Obligations, or (c) cause additional Interests to be issued in such Series in order to cover such additional amounts.

If there is an Operating Expenses Reimbursement Obligation, this reimbursable amount between related parties would be repaid from the Free Cash Flow generated by the applicable Series and could reduce the amount of any future distributions payable to Investors in that Series. If additional Interests are issued in a particular Series, this would dilute the current value of the Interests of that Series held by existing Investors and the amount of any future distributions payable to such existing Investors. Further, any additional issuance of Interests of a Series could result in dilution of the holders of that Series.

We are reliant on the Manager and Asset Manager and their respective personnel. Our business and operations could be adversely affected if the Manager or Asset Manager lose key personnel.

The successful operation of the Company (and therefore, the success of the Interests) is in part dependent on the ability of the Manager and the Asset Manager to source, acquire and manage the Underlying Assets and for RSE Markets to maintain the Platform. As the Manager and Asset Manager have only been in existence since 2019 and April 2016, respectively, and are early-stage startup companies, they have no significant operating history. Further, while the Asset Manager is also the Asset Manager for RSE Collection, LLC, another series limited liability company with a similar business model in the collectible automobile asset class, and thus has some similar management experience, its experience is limited, and it has no experience selecting or managing assets in the Asset Class.

In addition, the success of the Company (and therefore, the Interests) will be highly dependent on the expertise and performance of the Manager and the Asset Manager and their respective teams, the Asset Manager’s expert network and other investment professionals (which may include third parties) to source, acquire and manage the Underlying Assets. There can be no assurance that these individuals will continue to be associated with the Manager or the Asset Manager. The loss of the services of one or more of these individuals could have a material and adverse effect on the Underlying Assets and, in particular, their ongoing management and use to support the investment of the Interest Holders.

Furthermore, the success of the Company and the value of the Interests is dependent on there being a critical mass from the market for the Interests and that the Company is able to acquire a number of Underlying Assets in multiple Series of Interests so that the Investors can benefit from economies of scale which arise from holding more than one Underlying Asset (e.g., a reduction in transport costs if a large number of Underlying Assets are transported at the same time). In the event that the Company is unable to source additional Underlying Assets due to, for example, competition for such Underlying Assets or lack of Underlying Assets available in the marketplace, then this could materially impact the success of the Company and each Series by hindering its ability to acquire additional Underlying Assets through the issuance of further Series of Interests and monetizing them together with the Underlying Assets at

the Membership Experience Programs (as described in “Description of the Business – Business of the Company”) to generate distributions for Investors.

If the Company’s series limited liability company structure is not respected, then Investors may have to share any liabilities of the Company with all Investors and not just those who hold the same Series of Interests as them.

The Company is structured as a Delaware series limited liability company that issues a separate Series of Interests for each Underlying Asset. Each Series of Interests will merely be a separate Series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the “LLC Act”), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of Investors holding one Series of Interests is segregated from the liability of Investors holding another Series of Interests and the assets of one Series of Interests are not available to satisfy the liabilities of other Series of Interests. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If the Company’s series limited liability company structure is not respected, then Investors may have to share any liabilities of the Company with all Investors and not just those who hold the same Series of Interests as them. Furthermore, while we intend to maintain separate and distinct records for each Series of Interests and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a Series to the liabilities of another Series of Interests. The consequence of this is that Investors may have to bear higher than anticipated expenses which would adversely affect the value of their Interests or the likelihood of any distributions being made by a particular Series to its Investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series of Interests should be applied to meet the liabilities of the other Series of Interests or the liabilities of the Company generally where the assets of such other Series of Interests or of the Company generally are insufficient to meet our liabilities.

For the avoidance of doubt, at the time of this filing, the Company and the Series highlighted in gray in the Master Series Table have not commenced operations, are not capitalized and have no assets or liabilities and no Series will commence operations, be capitalized or have assets and liabilities until such time as a Closing related to such Series has occurred.

If any fees, costs and expenses of the Company are not allocable to a specific Series of Interests, they will be borne proportionately across all of the Series of Interests (which may include future Series of Interests to be issued). Although the Manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “Description of the Business – Allocations of Expenses” section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific Series of Interests and therefore, there is a risk that a Series of Interests may bear a proportion of the fees, costs and expenses for a service or product for which another Series of Interests received a disproportionately high benefit.

We are currently expanding and improving our information technology systems and use security measures designed to protect our systems against breaches and cyber-attacks. If these efforts are not successful, our business and operations could be disrupted, our operating results and reputation could be harmed, and the value of the Interests could be materially and adversely affected.

The highly automated nature of the Platform through which potential Investors may acquire or transfer Interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Platform processes certain confidential information about Investors, the Asset Sellers and the Underlying Assets. While we intend to take commercially reasonable measures to protect the confidential information and maintain appropriate cybersecurity, the security measures of the Platform, the Company, the Asset Manager, the Manager, or any of their respective service providers could be breached. Any accidental or willful security breaches or other unauthorized access to the Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose the Company to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of the Asset Manager’s, the Manager’s, and the Company’s trade secrets. If security measures are breached because of third-

party action, employee error, malfeasance or otherwise, or if design flaws in the Platform software are exposed and exploited, the relationships between the Company, Investors, users and the Asset Sellers could be severely damaged, and the Company, the Asset Manager, or the Manager could incur significant liability or have their attention significantly diverted from utilization of the Underlying Assets, which could have a material negative impact on the value of Interests or the potential for distributions to be made on the Interests.

Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, the Company, the third-party hosting used by the Platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause Investors, the Asset Sellers or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of the Platform. Any security breach, whether actual or perceived, would harm the reputation of the Asset Manager, the Manager, the Company, and the Platform and the Company could lose Investors and the Asset Sellers. This would impair the ability of the Company to achieve its objectives of acquiring additional Underlying Assets through the issuance of further Series of Interests and monetizing them at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”).

System limitations or failures could harm our business and may cause the Asset Manager or Manager to intervene into activity on our Platform.

Our business depends in large part on the integrity and performance of the technology, computer and communications systems supporting them. If new systems fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in service outages, adverse effects on primary issuance or Trading Windows, through the Platform and during Trading Windows (as described in “Description of the Business – Liquidity Platform”), resulting in decreased customer satisfaction and regulatory sanctions.

Our Platform has experienced systems failures and delays in the past and could experience future systems failures and delays. In such cases the Asset Manager has and may in future (along with the Manager) take corrective actions as it reasonably believes are in the best interests of Investors or potential Investors. For example, our technology system has in certain instances over-counted the number of subscriptions made in an initial Offering, when volume of subscriptions has rapidly increased. In these cases, the Asset Manager has confirmed with the Investors to remove the duplicate subscriptions and rather than opening the Offering back up for additional Investors, has purchased the Interests underlying such duplicate subscriptions for its own account at the same terms as all other Investors would purchase such Interests.

If subscription or trading volumes in future increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.

While we have programs in place to identify and minimize our exposure to vulnerabilities and to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future. Any system issue that causes an interruption in services, including the Platform, decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.

Our Platform is highly technical and may be at a risk to malfunction.

Our Platform is a complex system composed of many interoperating components and incorporates software that is highly complex. Our business is dependent upon our ability to prevent system interruption on our Platform. Our software, including open source software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Bugs in our software, third-party software including open source software that is incorporated into our code, misconfigurations of our systems, and unintended interactions between systems could cause downtime that would impact the availability of our service to Platform users. We have from time to time found defects or errors in our system and may discover additional defects in the future that could result in Platform unavailability or system disruption. In addition, we have experienced outages on our Platform due to circumstances within our control, such as outages due to software limitations. We rely on Amazon Web Services, Inc. (“AWS”) data centers for the operation of our Platform. If the AWS data centers fail, our Platform users may experience down time. If sustained or repeated, any of these outages could reduce the attractiveness of our Platform to Platform users. In addition, our release of new software in the past has inadvertently caused, and may in the future cause, interruptions in the availability or functionality of our Platform. Any errors, bugs, or vulnerabilities discovered in our code or systems after release could result in an interruption in the availability of our Platform or a negative experience for users and Investors and could also result in negative publicity and unfavorable media coverage, damage to our reputation, loss of Platform users, loss of revenue or liability for damages, regulatory inquiries, or other proceedings, any of which could adversely affect our business and financial results.

There can be no guarantee that any liquidity mechanism for secondary sales of Interests will develop on our Platform in the manner described, that registered broker-dealers will desire to facilitate liquidity in the Interests for a level of fees that would be acceptable to Investors or at all, that such Trading Windows will occur with high frequency if at all, that a market-clearing price (e.g., a price at which there is overlap between bid and ask prices) will be established during any Trading Window or that any buy or sell orders will be filled.

We anticipate that liquidity will be limited until sufficient interest has been generated on the Rally Rd.^TM Platform, which may never occur (see “Description of the Business – Liquidity Platform” for additional information). Liquidity for the Interests would in large part depend on the market supply of and demand for Interests during the Trading Window (as described in “Description of the Business – Liquidity Platform”), as well as applicable laws and restrictions under the Company’s Operating Agreement. It is anticipated, however, that such Trading Windows would happen on a recurring basis, although there can be no assurance that Trading Windows will occur on a regular basis or at all. Further, the frequency and duration of any Trading Window would be subject to adjustment by the brokers.

We do not anticipate the use of Manager-owned Interests for liquidity or to facilitate the resale of Interests held by Investors.

Currently, the Manager does not intend to sell any Interests which it holds or may hold prior to the liquidation of an Underlying Asset. Thus, the Manager does not currently intend to take any action which might provide liquidity or facilitate the resale of Interests held by Investors. Notwithstanding the foregoing, the Manager may from time to time transfer a small number of Interests to unrelated third parties for promotional purposes. Furthermore, the Manager may from time to time decide to sell a portion of Interests it owns in a particular Series through the Liquidity Platform (see “Description of the Business – Liquidity Platform” for additional information) or in any other manner otherwise permitted under the Company’s Operating Agreement.

Abuse of our advertising or social platforms may harm our reputation or user engagement.

The Asset Manager provides content or posts ads about the Company and Series through various social media platforms that may be influenced by third parties. Our reputation or user engagement may be negatively affected by activity that is hostile or inappropriate to other people, by users impersonating other people or organizations, by disseminating information about us or to us that may be viewed as misleading or intended to manipulate the opinions of our users, or by the use of the Asset Manager’s products or services, including the Platform, that violates our terms of service or otherwise for objectionable or illegal ends. Preventing these actions may require us to make substantial investments in people and technology and these investments may not be successful, adversely affecting our business.

If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we could be required to incur significant expenses to enforce our rights.

Our ability to compete effectively is dependent in part upon our ability to protect our proprietary technology. We rely on trademarks, trade secret laws, and confidentiality procedures to protect our intellectual property rights. There can be no assurance these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance we will be successful in such action. If we are unable to protect our intellectual property, it could have a material adverse effect on our business and on the value of the Interests.

Our results of operations may be negatively impacted by the coronavirus outbreak.

In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and has been declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified and the U.S., Europe and Asia have implemented severe travel restrictions and social distancing. The impacts of the outbreak are unknown and rapidly evolving. A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could negatively impact the value of the Underlying Assets and Investor demand for Offerings and the Asset Class generally.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase our cost of capital and adversely affect our ability to access the capital markets in the future. It is possible that the continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition.

The extent to which COVID-19 impacts our financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect our business.

Our business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus , or COVID-19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the value of the Underlying Assets and our Investors or prospective Investors financial condition, resulting in reduced demand for the Offerings and the Asset Class generally. Further, such risks could cause a decrease to the attendance of our Membership Experience Programs (as described in “Description of the Business – Business of the Company”), or cause certain of our partners to avoid holding in person events. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could cause employees of the Asset Manager, in whom we rely to manage the logistics of our business, including Membership Experience Programs, or on-site employees of partners to avoid any involvement with our Membership Experience Programs, which would adversely affect our ability to hold such events or to adequately staff and manage our businesses. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations, if employees who cannot perform their responsibilities from home, are not able to report to work. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or operations of our sourcing partners for the Underlying Assets.

Risks relating to the Offerings

We are offering our Interests pursuant to Tier 2 of Regulation A and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our Interests less attractive to Investors as compared to a traditional initial public offering.

As a Tier 2 issuer, we are subject to scaled disclosure and reporting requirements which may make an investment in our Interests less attractive to Investors who are accustomed to enhanced disclosure and more frequent financial reporting. The differences between disclosures for Tier 2 issuers versus those for emerging growth companies include, without limitation, only needing to file final semiannual reports as opposed to quarterly reports and far fewer circumstances where a current disclosure would be required. In addition, given the relative lack of regulatory precedent regarding the recent amendments to Regulation A, there is some regulatory uncertainty in regard to how the Commission or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. For example, a number of states have yet to determine the types of filings and amount of fees that are required for such an Offering. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Interests, we may be unable to raise the funds necessary to fund future Offerings, which could impair our ability to develop a diversified portfolio of Underlying Assets and create economies of scale, which may adversely affect the value of the Interests or the ability to make distributions to Investors.

We are required to periodically assess our internal control over financial reporting and our management has identified a material weakness. If our remediation of such material weakness is not effective, or we identify additional material weaknesses or other adverse findings in the future, we may not be able to report our financial condition or results of operations accurately or timely, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on our business or financial condition.

As a Tier 2 issuer, we do not need to provide a report on the effectiveness of our internal controls over financial reporting and are exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. Nevertheless, we periodically assess our internal controls over financial reporting. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential regulatory investigations, civil or criminal sanctions and class action litigation.

Management identified classification errors in its previously filed statements of cash flows for the year ended December 31, 2019. Management, along with its independent registered public accounting firm identified a material weakness in the internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness management identified specifically related to the operation of certain review controls over the preparation of the 2019 statements of cash flows. The deficiency resulted in the restatement of the Company’s statement of cash flows for the year ended December 31, 2019.

In order to remediate the material weakness, Management has taken steps to improve our overall processes and controls. Management is committed to maintaining a strong internal control environment and believes this remediation effort will represent an improvement in existing controls. As we continue to evaluate and work to improve our internal controls over financial reporting, we may determine to take additional measures to address control deficiencies.

If our remediation efforts are insufficient to address the identified material weakness or if additional material weaknesses in internal controls are discovered in the future, they may adversely affect our ability to record, process, summarize and report financial information timely and accurately and, as a result our financial statements may contain material misstatements or omissions.

If a regulator determines that the activities of either the Manager or Asset Manager require its registration as a broker-dealer, the Asset Manager or Manager may be required to cease operations and any Series of Interests offered and sold without such proper registration may be subject to a right of rescission.

The sale of membership Interests is being facilitated by the BOR, a broker-dealer registered under the Exchange Act and member of FINRA, which 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 BOR is registered as a broker-dealer. For the avoidance of doubt, the BOR will not solicit purchases and will not make any recommendations regarding the Interests. Neither the BOR, 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. If a regulatory authority determines that the Asset Manager or the Manager, neither of which is a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities that require registration, including initial sale of the Interests on the Platform and permitting a registered broker-dealer to facilitate resales or other liquidity of the Interests on the Platform (see “Description of the Business - Liquidity Platform” for additional information), the Asset Manager or the Manager may need to stop operating and therefore, the Company would not have an entity managing the Series’ Underlying Assets. In addition, if the Manager or Asset Manager is found to have engaged in activities requiring registration as “broker-dealer” without either being properly registered as such, there is a risk that any Series of Interests offered and sold while the Manager or Asset Manager was not so registered may be subject to a right of rescission, which may result in the early termination of the Offerings.

If at any time regulators deem the Liquidity Platform a securities exchange or alternative trading system this may require us to cease operating the Platform and will materially and adversely affect your ability to transfer your Interests.

Regulators may determine that the Liquidity Platform (see “Description of the Business – Liquidity Platform”) linked in the Platform may be a securities exchange under the Exchange Act. While we do not believe that the Liquidity Platform is a securities exchange, if it is deemed to be a securities exchange then we would be required to register as a securities exchange or qualify as an alternative trading system, either of which would significantly increase the overhead of Asset Manager and could cause Asset Manager to wind down the Platform. Further, if we are found to be in violation of the Exchange Act due to operation of an unregistered exchange, we could be subject to significant monetary penalties, censure or other actions that may have a material and adverse effect on Asset Manager and may require it to cease operating the Platform or otherwise be unable to maintain the Liquidity Platform, which would adversely affect your ability to transfer your Interests.

If we are required to register under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the Manager and Asset Manager and may divert attention from management of the Underlying Assets by the Manager and Asset Manager or could cause Asset Manager to no longer be able to afford to run our business.

The Exchange Act requires issuers with more than $10 million in total assets to register its equity securities under the Exchange Act if its securities are held of record by more than 2,000 persons or 500 persons who are not “accredited investors”. While our Operating Agreement presently prohibits any transfer that would result in any Series being held of record by more than 2,000 persons or 500 non-“accredited investors”, there can be no guarantee that we will not exceed those limits and the Manager has the ability to unilaterally amend the Operating Agreement to permit holdings that exceed those limits. Series may have more than 2,000 total Interests, which would make it more likely that there accidentally would be greater than 2,000 beneficial owners of or 500 non- “accredited investors” in that Series. If we are required to register under the Exchange Act, it would result in significant expense and reporting requirements that would place a burden on the Manager and Asset Manager and may divert attention from management of the Underlying Assets by the Manager and Asset Manager or could cause Asset Manager to no longer be able to afford to run our business.

If the Company were to be required to register under the Investment Company Act or the Manager or the Asset Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each Series and the Manager and the Asset Manager may be forced to liquidate and wind up each Series of Interests or rescind the Offerings for any of the Series or the Offering for any other Series of Interests.

The Company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and neither the Manager nor the Asset Manager is or will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the Interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. The Company, the Manager and the Asset Manager have taken the position that the Underlying Assets are not “securities” within the meaning of the Investment Company Act or the Investment Advisers Act, and thus the Company’s assets will consist of less than 40% investment securities under the Investment Company Act and the Manager and the Asset Manager are not and will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If the Company were to be required to register under the Investment Company Act or the Manager or the Asset Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each Series and the Manager and the Asset Manager may be forced to liquidate and wind up each Series of Interests or rescind the Offerings for any of the Series or the Offering for any other Series of Interests.

Possible Changes in Federal Tax Laws.

The Code (as described in “Material United States Tax Considerations”) is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any Series of Interests of the Company would be limited to prospective effect. For instance, prior to effectiveness of the Tax Cuts and Jobs Act of 2017, an exchange of the Interests of one Series for another might have been a non-taxable ‘like-kind exchange’ transaction, while transactions now only qualify for that treatment with respect to real property. Accordingly, the ultimate effect on an Investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.

Risks Specific to the Industry and the Asset Class

Government regulation specific to alcohol related Underlying Assets.

Alcohol is regulated and can only be sold to individuals of drinking age, over 21 in the United States.

In the United States a three-tiered distribution system gives individual states the ability to regulate how alcohol is sold Alcohol has regulation around who has access to it, who is able to purchase it and how it’s owned. There are regulatory restrictions around licensed entities and how they transact alcohol. Each state regulates alcohol individually from one another, which creates unique and complex regulatory requirements.

Imported alcohol in most international jurisdictions is subject to importing and export regulations which may include excise tax, customs declarations and extensive administrative requirements. As such, imported alcohol is subject to more regulation and to the rules and regulations in the country or state to which it’s being sold.

Should trade policies between countries change or social perceptions alter, imported alcohol may suffer disproportionately to domestically produced alcohol. Given the complexity of the regulatory environment and the regulated nature of the product, any changes in the regulatory environment have the ability to impact the value or liquidity of alcohol.

We do not currently hold any of the necessary licenses related to alcohol and as such, plan to partner with third parties that are in possession of the necessary licenses, if these were required to run the business, or we may decide not to acquire alcohol related Underlying Assets at all. There can be no guarantee that we will find any third parties with the appropriate licenses to partner with.

The complicated and overlapping systems of regulating alcohol in the United States may adversely impact our ability to either acquire or dispose of an alcohol-related Underlying Asset on a favorable basis.

The United States maintains separate systems at the federal and state levels for the buying, selling and transportation of alcohol. Certain states have restrictions on licensing requirements as well as where and how alcohol can be bought and sold. Most states maintain three tiers of distribution where there is an importer/distributor, a retailer and then the consumer. In some states the quantity of alcohol that can be purchased directly is limited or non-existent. In other instances, the state maintains the supply of alcohol and how it is sold into the consumer markets. Further, this three-tiered system is subject to constant change and periodic regulatory challenge. As such, the complex and fluid nature of the three-tier system could materially and adversely impact our ability to ether obtain alcohol-related Underlying Assets or our ability to divest such Underlying Assets on a favorable basis.

Potential negative changes within the Asset Class.

The Asset Class is subject to various risks, including, but not limited to, currency fluctuations, changes in tax rates, consumer confidence and brand exposure, as well as risks associated with the Asset Class in general, including, but not limited to, economic downturns and other challenges affecting the global economy including the recent COVID-19 pandemic and the availability of desirable Memorabilia Assets. Changes in the Asset Class could have a material and adverse effect upon the Company’s ability to achieve its investment objectives of acquiring additional Underlying Assets through the issuance of further Series of Interests and monetizing them at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”) to generate distributions for Investors.

Lack of Diversification.

It is not anticipated that any Series would own assets other than its respective Underlying Asset, plus potential cash reserves for maintenance, storage, insurance and other expenses pertaining to the Underlying Asset and amounts earned by such Series from the monetization of the Underlying Asset. Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to any one Series.

Industry concentration and general downturn in industry.

Given the concentrated nature of the Underlying Assets (i.e., only Memorabilia Assets) any downturn in the Asset Class is likely to impact the value of the Underlying Assets, and consequently the value of the Interests. Popularity within categories of the broader market (e.g. baseball or football) can impact the value of the Underlying Assets within categories of the Asset Class (e.g. baseball cards or football jerseys), and consequently the value of the Interests. The value of such Memorabilia Assets may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in the Asset Class. In the event of a downturn in the industry, the value of the Underlying Assets is likely to decrease.

Volatile demand for the assets in the Asset Class.

Volatility of demand for luxury goods, in particular high value Memorabilia Assets, may adversely affect a Series’ ability to achieve its investment purpose. The Asset Class has been subject to volatility in demand in recent periods, particularly around certain categories of assets and investor tastes (ex. trading cards). Demand for high value Memorabilia Assets depends to a large extent on general, economic, political, and social conditions in a given market as well as the tastes of the collector community and in the case of sports, the general fan community resulting in changes of which Memorabilia Assets are most sought after.

Volatility in demand may lead to volatility in the value of the Underlying Assets, which may result in further downward price pressure and adversely affect the Company’s ability to achieve its objective of acquiring additional

Underlying Assets through the issuance of further Series of Interests and monetizing them at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”) to generate distributions for Investors. In addition, the lack of demand may reduce any further issuance of Series of Interests and acquisition of more Underlying Assets, thus limiting the benefits the Investors already holding Series of Interests could receive from there being economies of scale (e.g., cheaper insurance due to a number of Underlying Assets requiring insurance) and other monetization opportunities (e.g., hosting shows with the collection of Memorabilia Assets). These effects may have a more pronounced impact given the limited number of Underlying Assets held by the Company in the short-term.

We will rely on data from past auction sales and insurance data, among other sources, in determining the value of the Underlying Assets, and have not independently verified the accuracy or completeness of this information. As such, valuations of the Underlying Assets may be subject to a high degree of uncertainty and risk.

As explained in “Description of the Business”, the Asset Class is difficult to value, and it is hoped the Platform will help create a market by which the Interests (and, indirectly, the Underlying Assets) may be more accurately valued due to the creation of a larger market for the Asset Class than exists from current means. Until the Platform has created such a market, valuations of the Underlying Assets will be based upon the subjective approach taken by the members of the Manager’s expert network and members of the Advisory Board, valuation experts appointed by the Asset Seller or other data provided by third parties (e.g., auction results and previous sales history). Due to the lack of third-party valuation reports and potential for one-of-a-kind assets, the value of the Underlying Assets may be more difficult for potential Investors to compare against a market benchmark. Furthermore, if similar assets to the Underlying Assets are created or discovered it could in turn negatively impact the value of the Underlying Assets. The Manager sources data from past auction sales results and insurance data; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain.

Risks relating to the Underlying Assets

The value of the Underlying Assets and, consequently, the value of an Investor’s Interests can go down as well as up.

Valuations are not guarantees of realizable price, do not necessarily represent the price at which the Interests may be sold on the Platform and the value of the Underlying Assets may be materially affected by a number of factors outside the control of the Company, including, any volatility in the economic markets, the condition of the Underlying Assets and physical matters arising from the state of their condition.

Competition in the Asset Class from other business models.

There is potentially significant competition for Underlying Assets in the Asset Class from a wide variety of market participants depending on the actual asset. While the majority of transactions in which we obtain Underlying Assets continues to be peer-to-peer with very limited public information, other market players such as dealers, trade fares and auction houses may play an increasing role. Furthermore, the presence of corporations such as eBay or Amazon or direct to consumer players in the Asset Class will continue to increase the level of further competition from non-traditional players.

This continually increasing level of competition may impact the liquidity of some or all of the Interests, as liquidity is, among other things, dependent on the Company acquiring attractive and desirable Underlying Assets. This helps ensure that there is an appetite of potential Investors for the Interests. In addition, there are companies that are developing crowd funding models for other alternative asset classes, such as art, who may decide to enter the Asset Class as well.

Dependence of an Underlying Asset on prior user or association.

The value of a Memorabilia Asset is likely to be connected to its association with, a certain person or group or in connection with certain events (prior to or following the acquisition of the Underlying Asset by the Company). In the event that such person, group or event loses public affection, then this may adversely impact the value of the Memorabilia Asset and therefore, the Series of Interests that relate to such Underlying Asset. For example, San Francisco Giants’ outfielder Barry Bonds was on a career path to becoming a first-ballot Hall of Famer due to his home run records. At the turn of the century his game used memorabilia and cards were at a premium. However, steroid use and a poor public image not only put his Hall of Fame election in doubt but also damaged the value of his memorabilia. The same can also be said for a promising rookie whose career either ends prematurely due to injury or does not meet all the early expectations placed on them. There may be some loss of confidence if the producer of the Underlying Assets had been making false claims of organic or sustainable practices. Any false statements regarding practices of production, including the use of chemicals may negatively impact the value of the Underlying Asset.

Dependence on the brand of the producer of Underlying Assets.

The Underlying Assets of the Company will consist of Memorabilia Assets from a very wide variety of manufacturers, many of which are still in operation today. The demand for the Underlying Assets, and therefore, each Series of Interests, may be influenced by the general perception of the Underlying Assets that manufacturers are producing today. In addition, the manufacturers’ business practices may result in the image and value of the Underlying Asset produced by certain manufacturers being damaged. This in turn may have a negative impact on the Underlying Assets made by such manufacturers and, in particular, the value of the Underlying Assets and, consequently, the value of the Series of Interests that relate to such Underlying Asset. For example, the reputation of a manufacturer of certain sporting equipment that is used by a prominent player may impact the collectability of such equipment. For example, the reputation of an Underlying Asset producer that experiences an acquisition or loss of perceived independence, may impact the collectability of Underlying Assets as part of a larger portfolio. There may also be instances where the production location for the Underlying Assets location may have been affected by climatic or political events that limit the ability to produce the product at the same level

Title, authenticity or infringement claims on an Underlying Asset.

There is no guarantee that an Underlying Asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen items) even after verification through a third-party authenticator, or that such claims may arise after acquisition of an Underlying Asset by a Series of Interests. The Company may not have complete ownership history or records for an Underlying Asset. In the event of a title or authenticity claim against the Company, the Company may not have recourse against the Asset Seller or the benefit of insurance and the value of the Underlying Asset and the Series that relates to that Underlying Asset, may be diminished. Furthermore, the Company and the Underlying Asset could be adversely affected if a piece of memorabilia, such as a sports card, was found to be created without all appropriate consents, such as consent from the athlete or league.

There are risks associated with reliance on third party authenticators.

While there is no guarantee that an Underlying Asset will be free of fraud, we intend to mitigate this risk by having the item graded or authenticated by a reputable firm. In the event of an authenticity claim against an authenticated item, the Company may have recourse for reimbursement from the authenticator, although there can be no guarantee of the Company’s ability to collect or the authenticator’s ability to pay.

Furthermore, authenticators may occasionally make mistakes by either giving their approval or grade to a counterfeit card or piece of memorabilia. Sometimes this mistake is not uncovered until years later when evidence to the contrary surfaces or updated scientific methods are applied. The Company may not have recourse, if such an event occurs, and the value of the Underlying Asset will likely deteriorate. A piece of an Underlying Asset may also be mislabeled by an authenticator such as giving it the wrong year or attributing it to the wrong person, which may adversely affect its value.

Additionally, it is possible that there are unknown issues with an Underlying Asset that are not immediately apparent but arise at a later date. For example, prior storage and display methodologies for an Underlying Asset might have adverse effects that are only apparent at a later date. Even through the asset undergoes an authentication process, there are still scenarios where these issues may not be apparent at the time of authentication. Finally, there is reputational risk of the authenticator, which may fall out of favor with collectors, which may impact the value of all items authenticated by the particular authenticator.

Third party liability.

Each Series will assume all of the ownership risks attached to its Underlying Asset, including third party liability risks. Therefore, a Series may be liable to a third party for any loss or damages incurred by such third party in connection with the Series’ Underlying Asset. This would be a loss to the Series and, in turn, adversely affect the value of the Series and would negatively impact the ability of the Series to make distributions.

An Underlying Asset may be lost or damaged by causes beyond the Company’s control while being transported or when in storage or on display. There can be no guarantee that insurance proceeds will be sufficient to pay the full market value of an Underlying Asset which has been damaged or lost which will result in a material and adverse effect in the value of the related Interests.

Any Underlying Asset may be lost or damaged by causes beyond the Company’s control when in storage or on display. There is also a possibility that an Underlying Asset could be lost or damaged at Membership Experience Programs (as described in “Description of the Business – Business of the Company”). Any damage to an Underlying Asset or other liability incurred as a result of participation in these programs, including personal injury to participants, could adversely impact the value of the Underlying Asset or adversely increase the liabilities or Operating Expenses of its related Series of Interests. Further, when an Underlying Asset has been purchased, it will be necessary to transport it to the Asset Manager’s preferred storage location or as required to participate in Membership Experience Programs. An Underlying Asset may be lost or damaged in transit, and transportation, insurance or other expenses may be higher than anticipated due to the locations of particular events.

Although we intend for the Underlying Assets to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that an Underlying Asset can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value (after paying for any outstanding liabilities including, but not limited to any outstanding balances under Operating Expenses Reimbursement Obligations), if any, of the Interests. In the event that damage is caused to an Underlying Asset, this will impact the value of the Underlying Asset, and consequently, the Interests related to the Underlying Asset, as well as the likelihood of any distributions being made by the applicable Series to its Investors.

In addition, at a future date, the Manager may decide to expand the Membership Experience Programs (as described in “Description of the Business – Business of the Company”) to include items where individual Investors or independent third parties may be able to become the caretaker of Underlying Assets for a certain period of time for an appropriate fee, assuming that the Manager believes that such models are expected to result in higher overall financial returns for all Investors in any Underlying Assets used in such models. The feasibility from an insurance, safety, technological and financial perspective of such models has not yet been analyzed but may significantly increase the risk profile and the chance for loss of or damage to any Underlying Asset if utilized in such models.

Insurance of Underlying Assets may not cover all losses which will result in a material and adverse effect in the valuation of the Series related to such damaged Underlying Assets.

Insurance of any Underlying Asset may not cover all losses. There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war that may be uninsurable or not economically insurable. Inflation, environmental considerations and other factors, including terrorism or acts of war, also might make insurance proceeds insufficient to repair or replace an asset if it is damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore a Series’ economic position with respect to its affected Underlying Asset. Furthermore, the Series related to such affected Underlying Assets would bear the expense of the payment of any deductible. Any uninsured loss could result in both loss of cash flow from,

and a decrease in value of, the affected Underlying Asset and, consequently, the Series that relates to such Underlying Asset.

Forced sale of Underlying Assets.

The Company may be forced to cause its various Series to sell one or more of the Underlying Assets (e.g., upon the bankruptcy of the Manager) and such a sale may occur at an inopportune time or at a lower value than when the Underlying Assets were first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase the Underlying Assets. In addition, there may be liabilities related to the Underlying Assets, including, but not limited to Operating Expenses Reimbursement Obligations on the balance sheet of any Series at the time of a forced sale, which would be paid off prior to Investors receiving any distributions from a sale. In such circumstances, the capital proceeds from any Underlying Asset and, therefore, the return available to Investors of the applicable Series, may be lower than could have been obtained if the Series held the Underlying Asset and sold it at a later date.

Lack of distributions and return of capital.

The revenue of each Series is expected to be derived primarily from the use of its Underlying Asset in Membership Experience Programs (as described in “Description of the Business – Business of the Company”) including “museum” style locations to visit assets and asset sponsorship models. Membership Experience Programs have not been proven with respect to the Company and there can be no assurance that Membership Experience Programs will generate sufficient proceeds to cover fees, costs and expenses with respect to any Series. In the event that the revenue generated in any given year does not cover the Operating Expenses of the applicable Series, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) provide a loan to the Series in the form of an Operating Expenses Reimbursement Obligation, on which the Manager or the Asset Manager may impose a reasonable rate of interest, and/or (c) cause additional Interests to be issued in the applicable Series in order to cover such additional amounts.

Any amount paid to the Manager or the Asset Manager in satisfaction of an Operating Expenses Reimbursement Obligation would not be available to Investors as a distribution. In the event additional Interests in a Series are issued, Investors in such Series would be diluted and would receive a smaller portion of distributions from future Free Cash Flows, if any. Furthermore, if a Series or the Company is dissolved, there is no guarantee that the proceeds from liquidation will be sufficient to repay the Investors their initial investment or the market value, if any, of the Interests at the time of liquidation. See “Potentially high storage, maintenance and insurance costs for the Underlying Assets” for further details on the risks of escalating costs and expenses of the Underlying Assets.

Market manipulation or overproduction.

Market manipulation may be a risk with the Asset Class. For example, one trading card manufacturer was caught secretly producing examples of hard to find and valuable cards that were given to its executives. This loss of faith in the company led to a devaluation of the cards involved. Another example is that a modern football and baseball player is issued many uniforms over the course of a season. The more a team issues, the less exclusive said item becomes. Also, many players have exclusive contracts with outlets that sell the players game used uniforms and equipment. There is no way of knowing if a company or player is secretly hoarding items which might be “dumped” in the market at a later date. For certain sub-categories of the Asset Class, such as alcohol, there is a risk that assets similar or comparable to an alcohol related Underlying Asset may have been sold at auction, at retail or on an exchange that sets a valuation that may not accurately represent the market. The traditional auction and private investor for Memorabilia Assets is highly illiquid and dependent on independent brokers and insider relationships. The pricing inefficiencies caused by the distribution system can afford an opportunity for collectors or third parties to stockpile Memorabilia Assets for eventual sale back into the market. Sudden changes in supply may impact market pricing of a particular Underlying Asset.

Forgeries or fraudulent Underlying Assets, lack of authentication.

The Asset Class requires a high level of expertise to understand both the basic product as well the formatting and packaging of an item. Given the materials used for particular Memorabilia Assets, some may be relatively easy to replicate or otherwise forge. In addition, the history of ownership and provenance of a particular Underlying Asset may not be complete. As a result, we are highly reliant on the trusted name of the brand, retailer, authenticator or other conduit to ensure the integrity of the product.

Older vintages of alcohol related Underlying Assets add in another layer of complexity given the lack of transparency, published records and expert knowledge of a particular alcohol related Underlying Asset, vintage or bottle format. Fraudulent bottles in the industry are often the result of older bottles being reconstituted and sold as an alcohol related Underlying Asset other than what is in the bottle.

Environmental damage could impact the value of an Underlying Asset which will result in a material and adverse effect in the value of the related Interests.

Improper storage may lead to the full or partial destruction of an Underlying Asset. For instance, trading cards, tickets, posters or other paper piece can be destroyed by exposure to water or moisture. Likewise, equipment such as a bat may warp, or a leather glove may grow mold due to exposure to the elements. Autographs that are signed with inferior writing instruments or rendered on an unstable substrate may fade or “bleed,” thereby reducing its value to collectors.

Some of the defects may not be initially visible or apparent, for example moisture in a frame, and may only become visible at a later date, at which point the value of the Underlying Asset and in turn the Series may be impacted.

The Asset Class demands specific requirements for proper long-term storage that take into account temperature, humidity, movement and exposure to sunlight (See “Description of the Business - Facilities” for additional information). For certain sub-categories of the Asset Class, such as alcohol, all of these factors can influence the aromas, aging process and overall integrity of the alcohol related Underlying Assets. Exposure to water, extreme heat or cold can dramatically impact the quality of an alcohol related Underlying Asset, for instance the bottle label can be destroyed by exposure to water or excessive moisture or the cork that maintains the quality and prevents oxygen from entering a bottle can become less reliable if exposed to the wrong environment.

Testing for environmental exposures targets the quality of the enclosure, the label and the bottles. The alcohol related Underlying Asset can also be tasted for excessive exposure to heat or cold and will be reflected in the quality relative to its age and known provenance. The chemistry of an alcohol related Underlying Asset can be confirmed in testing but most environment impact testing is subject to expert tasting, unless smoke taint or other chemical exposures are a concern for the product. Specifically, for wine, use of testing methods such as a Coravin, diminishes the value of a bottle of wine by exposing it to outside influences. Similarly, testing methods such as carbon dating, can be expensive relative to the cost of an alcohol related Underlying Asset and therefore could impact both the cash flow and value.

Potentially high storage and insurance costs for the Underlying Assets.

In order to protect and care for the Underlying Assets, the Manager must ensure adequate storage facilities, insurance coverage and, if required, maintenance work. The cost of care may vary from year to year depending on changes in the insurance rates for covering the Underlying Assets and changes in the cost of storage for the Underlying Assets, and if required, the amount of maintenance performed. It is anticipated that as the Company acquires more Underlying Assets, the Manager may be able to negotiate a discount on the costs of storage, insurance and maintenance due to economies of scale. These reductions are dependent on the Company acquiring a number of Underlying Assets and service providers being willing to negotiate volume discounts and, therefore, are not guaranteed.

If costs turn out to be higher than expected, this would impact the value of the Interests related to an Underlying Asset, the amount of distributions made to Investors holding the Interests, on potential proceeds from a sale of the Underlying Asset (if ever), and any capital proceeds returned to Investors after paying for any outstanding

liabilities, including, but not limited to any outstanding balances under Operating Expenses Reimbursement Obligation. See “Lack of distributions and return of capital” for further details of the impact of these costs on returns to Investors.

Drinking windows for alcohol related Underlying Assets.

Some alcohol related Underlying Assets, such as bottles of wine or whiskey, are often valued in the open market or at auctions based on the drinking window attributed to it upon release to the market. Drinking windows are essentially a range of years when an alcohol related Underlying Asset will be optimal for drinking. Drinking windows are highly subjective and are a function of the weather during the production season, the experience of the taster, as well as the environment during the tasting. Theoretically, a drinking window is applied to an alcohol related Underlying Asset that is stored in ideal conditions and allowed to age in that environment. Variations in storage and the environment an alcohol related Underlying Asset is exposed to can change the accuracy of a drinking window. Drinking windows are reviewed in the course of asset selection to determine relative value, but there can be no guarantee they are accurate or applicable to every alcohol related Underlying Asset. As the drinking window closes, the alcohol, in particular wine, will start to lose the integration of its components including the distinct flavors and floral scents; the color, smell and taste will all reflect the closing of the drinking window. The color will start to appear brown, the nose will start to lose its characteristics and the flavor will eventually fade to a dusty, musty expression of its former self. A wine of a certain vintage will eventually become undrinkable , which will likely materially and adversely effect the value of an alcohol related Underlying Asset of such a vintage.

Risks related to the Coravin testing method for alcohol related Underlying Assets.

Collectors, wine retailers, restaurants, producers and distributers have broadly adopted the use of the Coravin wine tasting system. The Coravin wine tasting and preservation system uses a medical grade needle to inject Argon gas into a cork that then allows for a sample of wine to be removed from the bottle without exposing it to excessive oxygen by not having to open it at all. Coravin is generally used commercially for tasting wines and preserving the longevity of the bottle by consumers and enterprises, however the use of a Coravin diminishes the value of the bottle by exposing it to outside influences. There have been instances at auctions where bottles that have been exposed to a Coravin are viewed as less valuable as the enclosure has been compromised and wine will have been removed from the bottle. Every effort will be made to avoid acquiring an alcohol related Underlying Assets which has been exposed to a Coravin, but there can be no guarantees that an alcohol related Underlying Asset has not been exposed.

General sentiment of underlying fan base.

This is particularly prominent in sports memorabilia, but also holds true for memorabilia categories such as movie franchises, musicians, and others.

By example, leagues such as the NBA, MLB, NHL and NFL have a long and reputable fan base. However, events, such as player strikes, general public appeal of a league or a particular sport, may have an impact on the associated Underlying Assets. For instance, the NHL strike of 1994-1995 caused a loss of fan interest. Upstart leagues such as the USFL in football may cause an early interest in memorabilia from that league but may lose interest from lack of success.

Similarly, various forms of Memorabilia Assets go in and out of favor with collectors. For example, there was a renewed interest in soccer within the United States after the U.S. team won the Women’s World Cup in 2012. When there were no further victories on the same scale, the value of and interest in women’s soccer memorabilia generally returned to previous levels.

Underlying Assets may not be held long term

The Company intends to cause each Series to hold its respective Underlying Asset for an extended period but may receive offers to purchase the Series’ Underlying Asset in its entirety. If the Advisory Board deems the sale to be generally beneficial to the majority of shareholders, the Underlying Asset would be sold, exited from the Platform with proceeds of the sale distributed to its Series’ Interest Holders, as was the case for Series #71ALI Interests. Even

though the Advisory Board deems the sale to be generally beneficial to the majority of shareholders, there might be unique circumstances where not all shareholders align with the Advisory Board’s decision.

Risks Related to Ownership of our Interests

Lack of voting rights.

The Manager has a unilateral ability to amend the Operating Agreement and the allocation policy in certain circumstances without the consent of the Investors. The Investors only have limited voting rights in respect of the Series of Interests. Investors will therefore be subject to any amendments the Manager makes (if any) to the Operating Agreement and allocation policy and also any decision it takes in respect of the Company and the applicable Series, which the Investors do not get a right to vote upon. Investors may not necessarily agree with such amendments or decisions and such amendments or decisions may not be in the best interests of all of the Investors as a whole but only a limited number.

Furthermore, the Manager can only be removed as Manager of the Company and each Series in very limited circumstances, following a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with the Company or a Series of Interests. Investors would therefore not be able to remove the Manager merely because they did not agree, for example, with how the Manager was operating an Underlying Asset.

The Offering price for the Interests determined by us may not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets that may be agreed to between purchasers and sellers in private transactions or that may prevail in the market if and when our Interests can be traded publicly.

The price of the Interests is a derivative result of our negotiations with Asset Sellers based upon various factors including prevailing market conditions, our future prospects and our capital structure, as well as certain expenses incurred in connection with the Offering and the acquisition of each Underlying Asset. These prices do not necessarily accurately reflect the actual value of the Interests or the price that may be realized upon disposition of the Interests.

If a market ever develops for the Interests, the market price and trading volume of our Interests may be volatile.

If a market develops for the Interests, through the Liquidity Platform (see “Description of the Business – Liquidity Platform” for additional information) or otherwise, the market price of the Interests could fluctuate significantly for many reasons, including reasons unrelated to our performance, any Underlying Asset or any Series, such as reports by industry analysts, Investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies, whether large or small, within our industry experience declines in their share price, the value of Interests may decline as well.

In addition, fluctuations in operating results of a particular Series or the failure of operating results to meet the expectations of Investors may negatively impact the price of our securities. Operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular reporting period, including vulnerability of our business to a general economic downturn; changes in the laws that affect our operations; competition; compensation related expenses; application of accounting standards; seasonality; and our ability to obtain and maintain all necessary government certifications or licenses to conduct our business.

Funds from purchasers accompanying subscriptions for the Interests will not accrue interest while in escrow.

The funds paid by a subscriber for Interests will be held in a non-interest-bearing escrow account until the admission of the subscriber as an Investor in the applicable Series, if such subscription is accepted. Purchasers will not have the use of such funds or receive interest thereon pending the completion of the Offering. No subscriptions will be accepted, and no Interests will be sold unless valid subscriptions for the Offering are received and accepted prior to the termination of the applicable Offering Period. It is also anticipated that subscriptions will not be accepted from prospective Investors located in states where the BOR is not registered as a broker-dealer. If we terminate an

Offering prior to accepting a subscriber’s subscription, escrowed funds will be returned promptly, without interest or deduction, to the proposed Investor.

Any dispute in relation to the Operating Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except where Federal law requires that certain claims be brought in Federal courts. Our Operating Agreement, to the fullest extent permitted by applicable law, provides for Investors to waive their right to a jury trial.

Each Investor will covenant and agree not to bring any claim in any venue other than the Court of Chancery of the State of Delaware, or if required by Federal law, a Federal court of the United States, as in the case of claims brought under the Securities Exchange Act of 1934, as amended. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction, and Investors will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

If an Interest Holder were to bring a claim against the Company or the Manager pursuant to the Operating Agreement and such claim was governed by state law, it would have to bring such claim in the Delaware Court of Chancery. Our Operating Agreement, to the fullest extent permitted by applicable law and subject to limited exceptions, provides for Investors to consent to exclusive jurisdiction to Delaware Court of Chancery and for a waiver of the right to a trial by jury, if such waiver is allowed by the court where the claim is brought.

If we opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the Delaware, which govern our Operating Agreement, by a federal or state court in the State of Delaware, which has exclusive jurisdiction over matters arising under the Operating Agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial.

We believe that this is the case with respect to our Operating Agreement and our Interests. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the Operating Agreement. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Operating Agreement with a jury trial. No condition, stipulation or provision of the Operating Agreement or our Interests serves as a waiver by any Investor or beneficial owner of our Interests or by us of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder. Additionally, the Company does not believe that claims under the federal securities laws shall be subject to the jury trial waiver provision, and the Company believes that the provision does not impact the rights of any Investor or beneficial owner of our Interests to bring claims under the federal securities laws or the rules and regulations thereunder.

These provisions may have the effect of limiting the ability of Investors to bring a legal claim against us due to geographic limitations and may limit an Investor’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us. Furthermore, waiver of a trial by jury may disadvantage an Investor to the extent a judge might be less likely than a jury to resolve an action in the Investor’s favor. Further, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, an action or proceeding against us, then we may incur additional costs associated with resolving these matters in other jurisdictions, which could materially and adversely affect our business and financial condition.

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

We are devoting substantially all our efforts to establishing our business and planned principal operations only commenced in early 2019. 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 Asset 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 Asset Manager’s ability to:

-continue to source high quality Memorabilia Assets at reasonable prices to securitize through the Platform;

-market the Platform and the Offerings in individual Series of the Company and attract Investors to the Platform to acquire the Interests issued by Series of the Company;

-find operating partners to support the regulatory and technology infrastructure necessary to operate the Platform;

-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 directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenues until 2021.

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 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.

Historical Investments in Underlying Assets

We provide investment opportunities in Memorabilia Assets to Investors through the Platform, financed through various methods including, loans from officers 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, where 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 (January 3, 2019) to June 30, 2020

From the Company’s formation on January 3, 2019 through June 30, 2020 we have entered into the agreements and had Closings, as listed in the table below. We received multiple loans or 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 have been or will be repaid from the proceeds of successful Series’ initial Offerings, if necessary. Upon completion of the 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 documents. In various instances, as noted in the table below, the Asset Seller is issued Interests in a particular Series as part of the total purchase consideration to the Asset Seller. 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,” which include transportation of the Memorabilia Assets to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy, 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. The Acquisition Expenses are generally 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 documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. The number of agreements entered into and the amount of Acquisition Expenses incurred during the six-month period ended June 30, 2020 and the period from inception (January 3, 2019) to June 30, 2019 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	Interests Issued to Asset Seller	Percent Owned by Asset Seller	Acquisition Expenses
#52MANTLE / Series Mickey Mantle Card	Purchase Option Agreement / 04/26/2019	10/25/2019	$125,000	$0	$125,000	$0	$0	0%	$150

#71MAYS / Series Willie Mays Jersey	Purchase Option Agreement / 04/26/2019	10/31/2019	$52,500	$0	$47,250	$0	$5,250	10%	$0
#RLEXPEPSI / Series Rolex Gmt-Master II Pepsi	Purchase Agreement / 09/12/2019	11/6/2019	$16,800	$0	$16,800	$0	$0	0%	$0
#10COBB / Series E98 Ty Cobb	Purchase Option Agreement / 04/26/2019	11/14/2019	$35,000	$0	$35,000	$0	$0	0%	$55
#POTTER / Series Harry Potter	Purchase Agreement / 07/05/2019	11/21/2019	$65,000	$0	$65,000	$0	$0	0%	$5,155
#TWOCITIES / Series A Tale of Two Cities	Purchase Option Agreement / 07/30/2019	11/21/2019	$12,000	$0	$12,000	$0	$0	0%	$305
#FROST / Series A Boy’s Will	Purchase Option Agreement / 07/30/2019	11/21/2019	$10,000	$0	$10,000	$0	$0	0%	$305
#BIRKINBLEU / Series Hermès Birkin Bag	Upfront Purchase / 08/07/2019	11/27/2019	$55,500	$0	$55,500	$0	$0	0%	$0

#SMURF / Series Rolex Submariner "Smurf"	Upfront Purchase / 10/18/2019	11/27/2019	$29,500	$0	$29,500	$0	$0	0%	$0
#70RLEX / Series Rolex Beta 21	Purchase Agreement / 09/12/2019	12/6/2019	$17,900	$0	$17,900	$0	$0	0%	$150
#EINSTEIN / Series Philosopher-Scientist	Purchase Option Agreement / 07/30/2019	12/13/2019	$11,000	$0	$11,000	$0	$0	0%	$250
#HONUS / Series T206 Honus Wagner Card	Purchase Option Agreement / 11/11/2019	12/26/2019	$500,028	$0	$225,000	$0	$275,028	53%	$0
#75ALI / Series Ali-Wepner Fight Boots	Purchase Agreement / 10/16/2019	12/29/2019	$44,000	$0	$44,000	$0	$0	0%	$47
#71ALI / Series “Fight of The Century” Contract	Purchase Option Agreement / 04/26/2019	12/30/2019	$27,500	$0	$27,500	$0	$0	0%	$0

#APROAK / Series Audemars Piguet A-Series	Upfront Purchase / 10/18/2019	1/2/2020	$72,500	$0	$72,500	$0	$0	0%	$0
#88JORDAN / Series Michael Jordan 1988 Sneakers	Purchase Agreement / 10/16/2019	1/27/2020	$20,000	$0	$20,000	$0	$0	0%	$47
#BIRKINBOR / Series Hermès Bordeaux Porosus Birkin Bag	Purchase Option Agreement / 11/20/2019	2/20/2020	$50,000	$0	$50,000	$0	$0	0%	$47
#33RUTH / Series 1933 Goudey Babe Ruth Card	Upfront Purchase / 11/26/2019	2/26/2020	$74,000	$0	$74,000	$0	$0	0%	$47
#SPIDER1 / Series 1963 Amazing Spider-Man #1	Purchase Option Agreement / 11/27/2019	3/4/2020	$20,000	$0	$20,000	$0	$0	0%	$47
#BATMAN3 / Series 1940 Batman #3	Purchase Option Agreement / 11/27/2019	3/4/2020	$75,000	$0	$75,000	$0	$0	0%	$47
#ROOSEVELT / Series African Game Trails	Purchase Option Agreement / 07/30/2019	3/10/2020	$17,000	$0	$17,000	$0	$0	0%	$397
#ULYSSES / Series Ulysses	Purchase Option Agreement / 07/30/2019	3/10/2020	$22,000	$0	$22,000	$0	$0	0%	$100

#56MANTLE / Series 1956 Topps Mickey Mantle Card	Upfront Purchase / 11/26/2019	3/11/2020	$9,000	$0	$9,000	$0	$0	0%	$0
#AGHOWL / Series Howl and Other Poems	Purchase Option Agreement / 07/30/2019	3/11/2020	$15,500	$0	$15,500	$0	$0	0%	$297
#98JORDAN / Series Michael Jordan Jersey	Purchase Option Agreement / 04/26/2019	3/22/2020	$120,000	$0	$120,000	$0	$0	0%	$0
#18ZION / Series Zion Williamson 2018 Sneakers	Upfront Purchase / 10/16/2019	4/2/2020	$13,500	$0	$13,500	$0	$0	0%	$0
#SNOOPY / Series 2015 Omega Speedmaster "Silver Snoopy"	Upfront Purchase / 11/05/2019	4/7/2020	$24,000	$0	$24,000	$0	$0	0%	$0
#APOLLO11 / Series New York Times Apollo 11	Upfront Purchase / 10/16/2019	4/19/2020	$30,000	$0	$30,000	$0	$0	0%	$0
#24RUTHBAT / Series 1924 Babe Ruth Bat	Purchase Agreement / 11/21/2019	5/3/2020	$250,000	$0	$250,000	$0	$0	0%	$47
#YOKO / Series Grapefruit	Purchase Option Agreement / 07/30/2019	5/11/2020	$12,500	$0	$12,500	$0	$0	0%	$250

#86JORDAN / Series 1986 Fleer Michael Jordan Card	Upfront Purchase / 02/18/2020	5/13/2020	$38,000	$0	$38,000	$0	$0	0%	$0
#RUTHBALL1 / Series 1934-39 Babe Ruth Ball	Purchase Agreement / 02/05/2020	5/24/2020	$27,000	$0	$27,000	$0	$0	0%	$0
#HULK1 / Series 1962 The Incredible Hulk #1	Purchase Agreement / 02/05/2020	5/24/2020	$87,000	$0	$87,000	$0	$0	0%	$0
#HIMALAYA / Series Hermès Himalaya Birkin Bag	Purchase Option Agreement / 11/20/2019	5/27/2020	$130,000	$0	$130,000	$0	$0	0%	$47
#55CLEMENTE / Series 1955 Topps Roberto Clemente Card	Purchase Agreement / 02/05/2020	6/4/2020	$36,000	$0	$36,000	$0	$0	0%	$0
#38DIMAGGIO / Series 1938 Goudey Joe DiMaggio Card	Purchase Agreement / 02/05/2020	6/4/2020	$20,000	$0	$20,000	$0	$0	0%	$0

#BOND1 / Series Casino Royale	Upfront Purchase / 01/13/2020	6/12/2020	$37,000	$0	$37,000	$0	$0	0%	$137
#LOTR / Series The Lord of the Rings Trilogy	Upfront Purchase / 01/16/2020	6/12/2020	$27,500	$0	$27,500	$0	$0	0%	$137
#CATCHER / Series The Catcher in the Rye	Upfront Purchase / 01/14/2020	6/12/2020	$11,500	$0	$11,500	$0	$0	0%	$137
#SUPER21 / Series Superman #21	Purchase Option Agreement / 03/16/2020	6/17/2020	$7,000	$0	$7,000	$0	$0	0%	$0
#BATMAN1 / Series 1940 Batman #1	Purchase Agreement / 02/05/2020	6/18/2020	$68,500	$0	$68,500	$0	$0	0%	$66
#GMTBLACK1 / Series Rolex GMT-Master ref. 16758	Upfront Purchase / 02/20/2020	6/25/2020	$25,000	$0	$25,000	$0	$0	0%	$66
#BIRKINTAN / Series Hermès Tangerine Ostrich Birkin Bag	Purchase Option Agreement / 03/30/2020	6/25/2020	$25,000	$0	$25,000	$0	$0	0%	$0
#61JFK / Series Inaugural Addresses	Purchase Agreement / 05/05/2020	7/7/2020	$16,250	$0	$16,250	$0	$0	0%	$66

#50JACKIE / Series 1950 Jackie Robinson Card	Upfront Purchase / 03/03/2020	7/8/2020	$9,200	$0	$9,200	$0	$0	0%	$66
#POKEMON1 / Series 1999 Pokémon First Edition Set	Upfront Purchase / 03/02/2020	7/8/2020	$118,000	$0	$118,000	$0	$0	0%	$66
#LINCOLN / Series 1864 Abraham Lincoln Photo	Purchase Agreement / 05/05/2020	7/9/2020	$64,000	$0	$64,000	$0	$0	0%	$66
#STARWARS1 / Series Star Wars #1	Purchase Agreement / 05/18/2020	7/14/2020	$10,000	$0	$10,000	$0	$0	0%	$80
#56TEDWILL / Series 1956 Ted Williams Jersey	Purchase Agreement / 04/15/2020	7/26/2020	$80,000	$0	$0	$0	$0	0%	$80
#68MAYS / Series 1968 Willie Mays Bat	Purchase Agreement / 04/15/2020	7/26/2020	$32,000	$0	$0	$0	$0	0%	$80
#TMNT1 / Series Teenage Mutant Ninja Turtles #1	Purchase Option Agreement / 04/30/2020	7/30/2020	$59,000	$0	$59,000	$0	$0	0%	$80
#CAPTAIN3 / Series Captain America #3	Purchase Option Agreement / 03/16/2020	7/30/2020	$35,500	$0	$35,500	$0	$0	0%	$66
#51MANTLE / Series 1951 Bowman Mickey Mantle Card	Purchase Agreement / 04/15/2020	7/30/2020	$29,500	$0	$0	$0	$0	0%	$80
#CHURCHILL / Series Second World War	Upfront Purchase / 03/06/2020	8/6/2020	$6,500	$0	$6,500	$0	$0	0%	$180
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio	Purchase Agreement / 02/20/2020	8/6/2020	$105,000	$0	$105,000	$0	$0	0%	$166

#03KOBE / Series 2003-04 UD Kobe Bryant Card	Purchase Agreement / 06/25/2020	8/16/2020	$44,000	$0	$11,000	$0	$0	0%	$0
#03LEBRON / Series 2003-04 UD LeBron James Card	Purchase Agreement / 04/15/2020	8/16/2020	$25,000	$0	$0	$0	$0	0%	$80
#03JORDAN / Series 2003-04 UD Michael Jordan Card	Purchase Agreement / 04/15/2020	8/16/2020	$33,000	$0	$0	$0	$0	0%	$80
#94JETER / Series 1994 Derek Jeter Jersey	Purchase Agreement / 06/25/2020	8/24/2020	$39,000	$0	$39,000	$0	$0	0%	$0
#FANFOUR1 / Series 1961 Fantastic Four #1	Purchase Option Agreement / 03/03/2020	9/2/2020	$100,000	$0	$100,000	$0	$0	0%	$129
#86RICE / Series 1986 Topps Jerry Rice Card	Purchase Agreement / 06/25/2020	9/15/2020	$20,000	$0	$20,000	$0	$0	0%	$0
#DAREDEV1 / Series Daredevil #1	Purchase Agreement / 05/18/2020	9/15/2020	$9,500	$0	$9,500	$0	$0	0%	$80
#85MARIO / Series 1985 Super Mario Bros.	Purchase Option Agreement / 04/22/2020	9/15/2020	$140,000	$0	$140,000	$0	$0	0%	$0
#05LATOUR / Series 2005 Château Latour	Purchase Agreement / 05/18/2020	9/15/2020	$7,442	$0	$4,465	$0	$0	0%	$0
#16SCREAG / 2016 Screaming Eagle	Purchase Agreement / 05/18/2020	9/15/2020	$31,944	$0	$19,166	$0	$0	0%	$0
#14DRC / Series 2014 Domaine de la Romanée-Conti	Purchase Agreement / 05/18/2020	9/15/2020	$45,980	$0	$27,588	$0	$0	0%	$0
#FAUBOURG / Series Hermès Sellier Faubourg Birkin	Purchase Option Agreement / 03/30/2020	9/21/2020	$115,000	$0	$115,000	$0	$0	0%	$0

#16PETRUS / Series 2016 Chateau Petrus	Purchase Agreement / 05/18/2020	Q4 2020 or Q1 2021	$38,236	$0	$22,942	$0	$0	0%	$0
#ALICE / Series Alice’s Adventures in Wonderland	Purchase Option Agreement / 06/01/2020	Q4 2020 or Q1 2021	$9,200	$0	$9,200	$0	$0	0%	$80
#SOBLACK / Series Hermès So Black Birkin	Purchase Option Agreement / 03/30/2020	Q4 2020 or Q1 2021	$50,000	$0	$50,000	$0	$0	0%	$80
#GATSBY / Series The Great Gatsby	Purchase Option Agreement / 05/11/2020	Q4 2020 or Q1 2021	$185,000	$0	$185,000	$0	$0	0%	$80
#APEOD / Series Audemars Piguet "End of Days"	Upfront Purchase / 10/18/2019	Q4 2020 or Q1 2021	$28,000	$0	$28,000	$0	$0	0%	$0
#15PTKWT / Series Patek Philippe World Time	Purchase Option Agreement / 10/18/2019	Q4 2020 or Q1 2021	$105,000	$0	$0	$0	$0	0%	$0
#AMZFNT15 / Series 1962 Amazing Fantasy #15	Purchase Agreement / 02/05/2020	Q4 2020 or Q1 2021	$30,500	$0	$30,500	$0	$0	0%	$0
#TKAM / Series To Kill a Mockingbird	Purchase Agreement / 04/27/2020	Q4 2020 or Q1 2021	$28,500	$0	$28,500	$0	$0	0%	$66
#NEWTON / Series Principia	Purchase Option Agreement / 05/11/2020	Q4 2020 or Q1 2021	$255,000	$0	$40,000	$0	$0	0%	$0
#BATMAN6 / Series Batman #6	Purchase Agreement / 05/18/2020	Q4 2020 or Q1 2021	$23,500	$0	$23,500	$0	$0	0%	$80
#HALONFR / Series Halo: Combat Evolved	Purchase Option Agreement / 06/25/2020	Q4 2020 or Q1 2021	$23,000	$0	$0	$0	$0	0%	$0

#AVENGERS1 / Series 1963 Avengers #1	Purchase Agreement / 06/18/2020	Q4 2020 or Q1 2021	$250,000	$0	$250,000	$0	$0	0%	$0
#SUPER14 / Series Superman #14	Purchase Agreement / 06/18/2020	Q4 2020 or Q1 2021	$120,000	$0	$120,000	$0	$0	0%	$0
#DUNE / Series Inscribed First Edition Dune	Purchase Agreement / 06/18/2020	Q4 2020 or Q1 2021	$10,500	$0	$10,500	$0	$0	0%	$0
#ANMLFARM / Series Animal Farm	Upfront Purchase / 03/13/2020	Q4 2020 or Q1 2021	$8,700	$0	$8,700	$0	$0	0%	$166
#62MANTLE / Series 1962 Mickey Mantle World Series Bat	Purchase Agreement / 06/25/2020	Q4 2020 or Q1 2021	$132,000	$0	$33,000	$0	$0	0%	$0
Total for 1/1/2020 -6/30/2020:	New Agreements: 50 Closings: 29		$2,749,452	$0	$2,536,761	$0	$0	-	$3,310
Total for 1/3/2019 -6/30/2019:	New Agreements: 5 Closings: 0		$360,000	$0	$280,000	$0	$0	-	$0
Cumulative Total since 1/3/2019:	New Agreements: 83 Closings: 43		$4,839,180	$0	$3,834,961	$0	$280,278	-	$10,327

Note: Gray shading represents Series for which no Closing of an Offering had occurred as of June 30, 2020. Orange shading represents sale of Series’ Underlying Asset. Includes $185,500 of Purchase Price related to Underlying Assets subsequently sold.

Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the particular period.

Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts for the period i.e. if an Underlying Asset was purchased in a prior period, but had a Closing in the current period, it would not contribute to the totals for the period.

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

(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.

Subsequent Investments and Purchase Options Agreements for Underlying Assets

Since June 30, 2020 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 have been or will be repaid from the proceeds of successful Series’ Offering, if necessary. Upon completion of the Offering 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 documents. In various instances, as noted in the table below, the Asset Seller is issued Interests in a particular Series as part of total purchase consideration to the Asset Seller. 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, 2020. 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 generally 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 documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. The number of agreements entered into and the amount of Acquisition Expenses incurred since June 30, 2020 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	Interests Issued to Asset Seller	Percent Owned by Asset Seller	Acquisition Expenses
#61JFK / Series Inaugural Addresses	Purchase Agreement / 05/05/2020	7/7/2020	$16,250	$0	$0	$0	$0	0%	$100
#50JACKIE / Series 1950 Jackie Robinson Card	Upfront Purchase / 03/03/2020	7/8/2020	$9,200	$0	$0	$0	$0	0%	$0
#POKEMON1 / Series 1999 Pokémon First Edition Set	Upfront Purchase / 03/02/2020	7/8/2020	$118,000	$0	$0	$0	$0	0%	$0

#LINCOLN / Series 1864 Abraham Lincoln Photo	Purchase Agreement / 05/05/2020	7/9/2020	$64,000	$0	$0	$0	$0	0%	$0
#STARWARS1 / Series Star Wars #1	Purchase Agreement / 05/18/2020	7/14/2020	$10,000	$0	$0	$0	$0	0%	$52
#56TEDWILL / Series 1956 Ted Williams Jersey	Purchase Agreement / 04/15/2020	7/26/2020	$80,000	$0	$80,000	$0	$0	0%	$0
#68MAYS / Series 1968 Willie Mays Bat	Purchase Agreement / 04/15/2020	7/26/2020	$32,000	$0	$32,000	$0	$0	0%	$0
#TMNT1 / Series Teenage Mutant Ninja Turtles #1	Purchase Option Agreement / 04/30/2020	7/30/2020	$59,000	$0	$0	$0	$0	0%	$650
#CAPTAIN3 / Series Captain America #3	Purchase Option Agreement / 03/16/2020	7/30/2020	$35,500	$0	$0	$0	$0	0%	$0
#51MANTLE / Series 1951 Bowman Mickey Mantle Card	Purchase Agreement / 04/15/2020	7/30/2020	$29,500	$0	$29,500	$0	$0	0%	$0
#CHURCHILL / Series Second World War	Upfront Purchase / 03/06/2020	8/6/2020	$6,500	$0	$0	$0	$0	0%	$0
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio	Purchase Agreement / 02/20/2020	8/6/2020	$105,000	$0	$0	$0	$0	0%	$140
#03KOBE / Series 2003-04 UD Kobe Bryant Card	Purchase Agreement / 06/25/2020	8/16/2020	$44,000	$0	$33,000	$0	$0	0%	$140
#03LEBRON / Series 2003-04 UD LeBron James Card	Purchase Agreement / 04/15/2020	8/16/2020	$25,000	$0	$25,000	$0	$0	0%	$0
#03JORDAN / Series 2003-04 UD Michael Jordan Card	Purchase Agreement / 04/15/2020	8/16/2020	$33,000	$0	$33,000	$0	$0	0%	$0

#39TEDWILL / Series 1939 Play Ball Ted Williams Card	Purchase Agreement / 07/07/2020	8/24/2020	$27,750	$0	$27,750	$0	$0	0%	$0
#94JETER / Series 1994 Derek Jeter Jersey	Purchase Agreement / 06/25/2020	8/24/2020	$39,000	$0	$0	$0	$0	0%	$140
#2020TOPPS / Series 2020 Topps Complete Set	Purchase Option Agreement / 07/09/2020	8/25/2020	$98,000	$0	$48,000	$0	$50,000	50%	$0
#FANFOUR1 / Series 1961 Fantastic Four #1	Purchase Option Agreement / 03/03/2020	9/2/2020	$100,000	$0	$0	$0	$0	0%	$0
#86RICE / Series 1986 Topps Jerry Rice Card	Purchase Agreement / 06/25/2020	9/15/2020	$20,000	$0	$0	$0	$0	0%	$140
#DAREDEV1 / Series Daredevil #1	Purchase Agreement / 05/18/2020	9/15/2020	$9,500	$0	$0	$0	$0	0%	$0
#85MARIO / Series 1985 Super Mario Bros.	Purchase Option Agreement / 04/22/2020	9/15/2020	$140,000	$0	$0	$0	$0	0%	$140
#TOS39 / Series Tales of Suspense #39	Purchase Agreement / 07/01/2020	9/15/2020	$120,000	$0	$120,000	$0	$0	0%	$140
#05LATOUR / Series 2005 Château Latour	Purchase Agreement / 05/18/2020	9/15/2020	$7,442	$0	$2,977	$0	$0	0%	$0
#16SCREAG / 2016 Screaming Eagle	Purchase Agreement / 05/18/2020	9/15/2020	$31,944	$0	$12,778	$0	$0	0%	$0

#14DRC / Series 2014 Domaine de la Romanée-Conti	Purchase Agreement / 05/18/2020	9/15/2020	$45,980	$0	$18,392	$0	$0	0%	$0
#57MANTLE / Series 1957 Topps Mickey Mantle Card	Purchase Agreement / 07/07/2020	9/21/2020	$8,000	$0	$8,000	$0	$0	0%	$202
#FAUBOURG / Series Hermès Sellier Faubourg Birkin	Purchase Option Agreement / 03/30/2020	9/21/2020	$115,000	$0	$0	$0	$0	0%	$140
#16PETRUS / Series 2016 Chateau Petrus	Purchase Agreement / 05/18/2020	Q4 2020 or Q1 2021	$38,236	$0	$15,294	$0	$0	0%	$0
#ALICE / Series Alice’s Adventures in Wonderland	Purchase Option Agreement / 06/01/2020	Q4 2020 or Q1 2021	$9,200	$0	$0	$0	$0	0%	$100
#SPIDER10 / Series 1963 Amazing Spider-Man #10	Purchase Agreement / 07/28/2020	Q4 2020 or Q1 2021	$18,000	$0	$18,000	$0	$0	0%	$202
#GATSBY / Series The Great Gatsby	Purchase Option Agreement / 05/11/2020	Q4 2020 or Q1 2021	$185,000	$0	$0	$0	$0	0%	$100
#57STARR / Series 1957 Topps Bart Starr Card	Purchase Agreement / 07/07/2020	Q4 2020 or Q1 2021	$8,000	$0	$8,000	$0	$0	0%	$202
#93DAYTONA / Series Rolex Daytona ref. 16528	Purchase Agreement / 07/02/2020	Q4 2020 or Q1 2021	$37,000	$0	$37,000	$0	$0	0%	$0
#79STELLA / Series Rolex Ref. 18038 Coral Stella	Purchase Agreement / 07/31/2020	Q4 2020 or Q1 2021	$61,500	$0	$61,500	$0	$0	0%	$0
#TKAM / Series To Kill a Mockingbird	Purchase Agreement / 04/27/2020	Q4 2020 or Q1 2021	$28,500	$0	$0	$0	$0	0%	$100
#AVENGERS1 / Series 1963 Avengers #1	Purchase Agreement / 06/18/2020	Q4 2020 or Q1 2021	$250,000	$0	$0	$0	$0	0%	$140

#SUPER14 / Series Superman #14	Purchase Agreement / 06/18/2020	Q4 2020 or Q1 2021	$120,000	$0	$0	$0	$0	0%	$140
#DUNE / Series Inscribed First Edition Dune	Purchase Agreement / 06/18/2020	Q4 2020 or Q1 2021	$10,500	$0	$0	$0	$0	0%	$240
#TORNEK / Series Tornek-Rayville ref. TR-900	Purchase Agreement / 07/02/2020	Q4 2020 or Q1 2021	$153,000	$0	$153,000	$0	$0	0%	$0
#37HEISMAN / Series 1937 Heisman Memorial Trophy	Purchase Agreement / 07/10/2020	Q4 2020 or Q1 2021	$410,000	$0	$410,000	$0	$0	0%	$202
#JUSTICE1 / Series Justice League of America #1	Purchase Agreement / 07/10/2020	Q4 2020 or Q1 2021	$190,000	$0	$190,000	$0	$0	0%	$202
#AF15 / Series Amazing Fantasy #15	Purchase Agreement / 07/16/2020	Q4 2020 or Q1 2021	$189,000	$0	$189,000	$0	$0	0%	$202
#59JFK / Series Profiles in Courage	Purchase Agreement / 07/23/2020	Q4 2020 or Q1 2021	$23,000	$0	$23,000	$0	$0	0%	$202
#GRAPES / Series Grapes of Wrath	Purchase Agreement / 07/27/2020	Q4 2020 or Q1 2021	$31,000	$0	$31,000	$0	$0	0%	$202
#JOBSMAC / Series 1986 Steve Jobs Signed Computer	Upfront Purchase / 07/27/2020	Q4 2020 or Q1 2021	$35,000	$0	$35,000	$0	$0	0%	$202
#AVENGE57 / Series 1968 Avengers #57	Purchase Agreement / 07/28/2020	Q4 2020 or Q1 2021	$17,000	$0	$17,000	$0	$0	0%	$202
#PICNIC / Series Hermès Picnic Kelly 35	Purchase Agreement / 07/30/2020	Q4 2020 or Q1 2021	$48,000	$0	$48,000	$0	$0	0%	$202
#CLEMENTE2 / Series 1959 Roberto Clemente Bat	Purchase Agreement / 07/23/2020	Q4 2020 or Q1 2021	$60,000	$0	$60,000	$0	$0	0%	$202
#09TROUT / Series 2009 Bowman Mike Trout Card	Purchase Agreement / 07/30/2020	Q4 2020 or Q1 2021	$225,000	$0	$225,000	$0	$0	0%	$202

#62MANTLE / Series 1962 Mickey Mantle World Series Bat	Purchase Agreement / 06/25/2020	Q4 2020 or Q1 2021	$132,000	$0	$0	$0	$0	0%	$140
#KEROUAC / Series On The Road	Purchase Agreement / 08/12/2020	Q4 2020 or Q1 2021	$85,000	$0	$85,000	$0	$0	0%	$202
#09BEAUX / Series 2009 Vosne-Romanee Les Beaux Monts, Leroy	Purchase Agreement / 08/10/2020	Q4 2020 or Q1 2021	$29,475	$0	$17,685	$0	$0	0%	$0
#13BEAUX / Series 2013 Vosne-Romanee Les Beaux Monts, Leroy	Purchase Agreement / 08/10/2020	Q4 2020 or Q1 2021	$21,877	$0	$13,126	$0	$0	0%	$0
#09RBLEROY / Series 2009 Richebourg, Leroy	Purchase Agreement / 08/10/2020	Q4 2020 or Q1 2021	$96,285	$0	$57,771	$0	$0	0%	$0
#00MOUTON / Series 2000 Chateau Mouton-Rothschild	Purchase Agreement / 08/10/2020	Q4 2020 or Q1 2021	$23,449	$0	$14,069	$0	$0	0%	$0
#11BELAIR / Series 2011 Vosne-Romanee Aux Reignots	Purchase Agreement / 08/10/2020	Q4 2020 or Q1 2021	$18,995	$0	$11,397	$0	$0	0%	$0
#06BRM / Series 2006 Barolo Riserva Monfortino	Purchase Agreement / 08/10/2020	Q4 2020 or Q1 2021	$15,720	$0	$9,432	$0	$0	0%	$0
#17DUJAC / Series 2017 Chambertin, Dujac	Purchase Agreement / 08/19/2020	Q4 2020 or Q1 2021	$23,232	$0	$23,232	$0	$0	0%	$0
#00NEWMAN / Series 2000 Newman Race Suit	Purchase Agreement / 08/20/2020	Q4 2020 or Q1 2021	$12,800	$0	$12,800	$0	$0	0%	$398
#NASA1 / Series Apollo 11 Control Stick	Purchase Agreement / 08/20/2020	Q4 2020 or Q1 2021	$250,000	$0	$250,000	$0	$0	0%	$4,457
#03KOBE2 / Series 2003-04 UD Patch Auto Kobe Bryant Card	Purchase Agreement / 09/03/2020	Q4 2020 or Q1 2021	$21,000	$0	$21,000	$0	$0	0%	$0

#FAUBOURG2 / Series Hermes Blue Faubourg Birkin Bag

Purchase Agreement / 09/03/2020

Q4 2020 or Q1 2021

$150,000

Total Since June 30, 2020

New Agreements: 31

Closings: 28

$2,507,083

$2,656,703

$50,000

$10,422

Cumulative Total since 2019

New Agreements: 114

Closings: 71

$7,346,263

$6,491,664

$330,278

$20,749

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

Note: New Agreements and Closings represent only those agreements signed and those Offerings close in the particular period.

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

(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.

(1)

Operating Results for the six-month period ended June 30, 2020 vs. the period from inception (January 3, 2019) to June 30, 2019

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 the Asset Manager, operates and manages. At June 30, 2020, 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) 69 Underlying Assets of which 43 had closed Offerings. 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, 2020, the Company disposed of 3 Underlying Assets, all of which had completed initial offerings and none of which was still owned by the Company at the time of sale. Additional information can be found in the Master Series Table. The Company did not operate any Series at June 30, 2019.

Revenues

Revenues are generated at the Company or the Series level. As of June 30, 2020, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenues until 2021.

Operating Expenses

The Company incurred $37,950 in operating expenses in six-month period ended June 30, 2020 related to storage, transportation, insurance, maintenance, marketing, and professional services fees associated with the Underlying Assets. The Company had no operating expenses during the period from inception (January 3, 2019) to June 30, 2019.

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. However, post-Closing operating expenses incurred and recorded by Series’ of the Company through the six-month period ended June 30, 2020, the Manager has agreed to pay and not be reimbursed for certain but not all such expenses. These are accounted for as capital contributions by each respective Series.

Operating expenses for the Company including all of the Series by category for the six-month period ended June 30, 2020 are as follows:

Total Operating Expense
	6/30/2020
Storage	`$4,771`
Transportation	`402`
Insurance	`15,779`
Maintenance	`-`
Professional Fees	`14,412`
Marketing Expense	`2,586`
Total Operating Expense	`$37,950`

During the six-month period June 30, 2020, 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:

Operating Expenses
Applicable Series	Asset	6/30/2020
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	`$1,459`
Series #71MAYS	1971 Willie Mays Jersey	`964`
Series #RLEXPEPSI	Rolex GMT Master II	`715`
Series #10COBB	1910 Ty Cobb Card	`840`
Series #POTTER	1997 First Edition Harry Potter	`786`
Series #TWOCITIES	First Edition A Tale of Two Cities	`635`
Series #FROST	First Edition A Boy's Will	`630`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	`979`
Series #SMURF	Rolex Submariner "Smurf"	`803`
Series #70RLEX	1970 Rolex Beta 21	`723`
Series #EINSTEIN	First Edition of Philosopher-Scientist	`632`
Series #HONUS	1909-11 Honus Wagner Card	`4,035`
Series #75ALI	1975 Muhammad Ali Boots	`1,018`
Series #71ALI	1971 “Fight of the Century” Contract	`210`
Series #APROAK	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	`1,191`
Series #88JORDAN	1988 Michael Jordan Nike Air Jordan III Sneakers	`686`
Series #BIRKINBOR	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	`853`
Series #33RUTH	1933 Goudey #144 Babe Ruth Card	`1,048`
Series #SPIDER1	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	`460`
Series #BATMAN3	1940 D.C. Comics Batman #3 CGC NM 9.4	`648`
Series #ULYSSES	1935 First Edition Ulysses	`407`
Series #ROOSEVELT	First Edition African Game Trails	`399`
Series #56MANTLE	1956 Topps #135 Mickey Mantle Card	`445`
Series #AGHOWL	First Edition Howl and Other Poems	`393`
Series #98JORDAN	1998 Michael Jordan Jersey	`374`
Series #18ZION	2018 Zion Williamson Adidas James Harden Sneakers	`340`
Series #SNOOPY	2015 Omega Speedmaster Moonwatch	`354`
Series #APOLLO11	Apollo 11 Crew-Signed New York Times Cover	`318`
Series #24RUTHBAT	1924 George "Babe" Ruth Professional Model Bat	`2,328`
Series #YOKO	First Edition Grapefruit	`177`
Series #86JORDAN	1986 Fleer #57 Michael Jordan Card	`205`
Series #HULK1	1962 The Incredible Hulk #1 CGC VF 8.0	`316`
Series #RUTHBALL1	1934-39 Official American League Babe Ruth Single Signed Baseball	`272`
Series #HIMALAYA	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware	`1,204`
Series #38DIMAGGIO	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	`198`
Series #55CLEMENTE	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	`285`
Series #LOTR	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	`137`
Series #CATCHER	1951 First Edition, First Issue The Catcher in the Rye	`97`
Series #BOND1	1953 First Edition, First Issue Casino Royale	`164`
Series #SUPER21	1943 Superman #21 CGC VF/NM 9.0 comic book	`58`
Series #BATMAN1	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	`192`
Series #BIRKINTAN	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	`62`
Series #GMTBLACK1	Series Rolex GMT-Master ref. 16758	`166`
RSE Archive		`9,744`
Total Operating Expenses		`$37,950`

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, which amounted to $28,205 in the period ended June 30, 2020. The unreimbursed expenses are accounted for as capital contributions by the Manager.

Interest and Purchase Option Expenses and Financing/Banking Fees

The Company did not incur any interest expenses related to the loans made to the Company by officers of the Manager or third-party lenders during the six-month period ended June 30, 2020.

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, 2020.

During the six-month period ended June 30, 2020, the Company incurred $60 of banking fees.

During the period from inception (January 3, 2019) to June 30, 2019, the Company incurred no such fees.

As detailed further in “Note D – Debt” of the Notes to Financial Statements and Financial Obligations of the Company below, the Asset Manager together with the Company and an affiliate of the Asset Manager, entered into a $2.25 million line of credit (the “Demand Note” or “DM”) with Upper90 on December 20, 2019, which allowed the Manager to make purchases of Underlying Assets using the DM, with the Underlying Assets as collateral. The DM was subsequently expanded to $3.25 million of borrowing capacity on May 15, 2020. The DM allows the Manager to make purchases of Underlying Assets for the Company and the affiliate of the Asset Manager using the DM. The table below outlines the debt balance at June 30, 2020 vs. December 31, 2019, as well as interest incurred by the manager during the six-month period ended June 30, 2020 and the period ended December 31, 2019.

Debt Outstanding Upper90 Demand Note
At 12/31/2019	`$1,560,000`
At 6/30/2020	`$3,250,000`

Asset Acquisitions, Purchase Options and Asset Sales

Details on the Memorabilia Assets acquired or for which we entered into purchase option agreements or purchase agreements during the six-month period ended June 30, 2020, as listed in the Master Series Table and summarized in the table below. We typically acquire Underlying Assets through the following methods:

-Upfront purchase – acquire 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 Asset 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 prior to the due date of the payment obligation.

In addition to acquiring Underlying Assets, from time to time, the Company receives 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, 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 Assets Sold	Total Value of Assets Sold ($)	# of Assets Acquired	Total Value Assets Acquired ($)	# of Purchase Option Agreements	Total Value of Purchase Option Agreements ($)	# of Purchase Agreements	Total Value of Purchase Agreements ($)	Grand Total #	Grand Total Value ($)
2019	0	$0	9	$336,000	18	$1,340,028	6	$413,700	33	$2,089,728
Six Month Ended 6/30/2020	(3)	($185,500)	9	$281,400	12	$1,003,700	29	$1,464,352	47	$2,563,952
Cumulative Total:	(3)	$(185,500)	18	$617,400	30	$2,343,728	35	$1,878,052	80	$4,653,680

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.

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). 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 for individual Series may be used to create reserves for future operating expenses for such 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 and each listed Series’ 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, 2020 and December 31, 2019, the Company and the Series for which Closings had occurred, had cash or cash equivalents balances as follows:

Cash Balance
Applicable Series	Asset	6/30/2020	12/31/2019
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	`$1,450`	`$1,450`
Series #71MAYS	1971 Willie Mays Jersey	`1,600`	`1,600`
Series #RLEXPEPSI	Rolex GMT Master II	`300`	`300`
Series #10COBB	1910 Ty Cobb Card	`1,545`	`1,545`
Series #POTTER	1997 First Edition Harry Potter	`1,095`	`1,095`
Series #TWOCITIES	First Edition A Tale of Two Cities	`1,495`	`1,495`
Series #FROST	First Edition A Boy's Will	`1,695`	`1,695`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	`1,250`	`1,250`
Series #SMURF	Rolex Submariner "Smurf"	`1,250`	`1,100`
Series #70RLEX	1970 Rolex Beta 21	`1,200`	`1,200`
Series #EINSTEIN	First Edition of Philosopher-Scientist	`1,750`	`1,750`
Series #HONUS	1909-11 Honus Wagner Card	`5,300`	`5,300`
Series #75ALI	1975 Muhammad Ali Boots	`1,003`	`1,050`
Series #71ALI	1971 “Fight of the Century” Contract	`3,005`	`1,600`
Series #APROAK	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	`1,250`	`-`
Series #88JORDAN	1988 Michael Jordan Nike Air Jordan III Sneakers	`1,003`	`-`
Series #BIRKINBOR	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	`1,203`	`-`
Series #33RUTH	1933 Goudey #144 Babe Ruth Card	`1,003`	`-`
Series #SPIDER1	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	`1,003`	`-`
Series #BATMAN3	1940 D.C. Comics Batman #3 CGC NM 9.4	`1,003`	`-`
Series #ULYSSES	1935 First Edition Ulysses	`1,950`	`-`
Series #ROOSEVELT	First Edition African Game Trails	`400`	`-`
Series #56MANTLE	1956 Topps #135 Mickey Mantle Card	`1,050`	`-`
Series #AGHOWL	First Edition Howl and Other Poems	`1,703`	`-`
Series #98JORDAN	1998 Michael Jordan Jersey	`9,272`	`-`
Series #18ZION	2018 Zion Williamson Adidas James Harden Sneakers	`650`	`-`
Series #SNOOPY	2015 Omega Speedmaster Moonwatch	`800`	`-`
Series #APOLLO11	Apollo 11 Crew-Signed New York Times Cover	`1,050`	`-`
Series #24RUTHBAT	1924 George "Babe" Ruth Professional Model Bat	`1,003`	`-`
Series #YOKO	First Edition Grapefruit	`1,750`	`-`
Series #86JORDAN	1986 Fleer #57 Michael Jordan Card	`8,851`	`-`
Series #HULK1	1962 The Incredible Hulk #1 CGC VF 8.0	`300`	`-`
Series #RUTHBALL1	1934-39 Official American League Babe Ruth Single Signed Baseball	`700`	`-`
Series #HIMALAYA	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile	`1,203`	`-`
Series #38DIMAGGIO	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	`600`	`-`
Series #55CLEMENTE	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	`600`	`-`
Series #LOTR	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	`563`	`-`
Series #CATCHER	1951 First Edition, First Issue The Catcher in the Rye	`213`	`-`
Series #BOND1	1953 First Edition, First Issue Casino Royale	`463`	`-`
Series #SUPER21	1943 Superman #21 CGC VF/NM 9.0 comic book	`300`	`-`
Series #BATMAN1	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	`534`	`-`
Series #BIRKINTAN	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	`700`	`-`
Series #GMTBLACK1	Series Rolex GMT-Master ref. 16758	`634`	`-`
Total Series Cash Balance		`$65,692`	`$22,430`
RSE Archive		`105,640`	`2,029`
Total Cash Balance		`$171,332`	`$24,459`

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

Financial Obligations of the Company

On December 20, 2019, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into the DM with Upper90 with an initial borrowing capacity of $2.25 million. On May 15, 2020, the DM was expanded to a borrowing capacity of $3.25 million. The DM allows the Asset Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company, along with another affiliated entity, is also held jointly and severably liable for any amounts outstanding under this DM. At June 30, 2020, there were $3.25 million outstanding, per the table below, under the DM interest of $160,583 had was paid by the Asset Manager during the six-month period ended June 30, 2020, of which no interest was charged to the Company or any of the Series. Of the total borrowings outstanding at June 30, 2020, $1,590,850 were related to Underlying Assets of the Company, the remainder were held in cash or were related to Underlying Assets of the affiliate of the Asset Manager.

From time to time the Asset Manager, affiliates of the Asset 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
Six-Months Ended 12/31/2019	15	14	15
Six-Months Ended 6/30/2020	31	29	19

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
Six-Months Ended 12/31/2019	0
Six-Months Ended 6/30/2020	3

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 2020 and early 2021. 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 2020 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. 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. The New York showroom has been closed since March 2020 due to COVID-19, but is expected to re-open in the fourth quarter of 2020. We expect to develop additional Membership Experience Programs throughout the remainder of 2020 and beyond, including one additional showroom location in the next year, as of the date of this filing. We believe that expanding the Membership Experience Programs in 2020 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 revenues directly attributable to the Company or any Series until fiscal year 2021 from Membership Experience Programs, or otherwise. Management’s plans include anticipating that it will commence commercializing the collection in 2021.

COVID-19

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

PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE

Plan of distribution

We are managed by the Manager, RSE Archive Manager, a single-member LLC owned by RSE Markets, the Asset Manager. The Asset Manager 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 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 BOR, 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 BOR 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;

-The Asset Manager 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 BOR, 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 BOR is not an underwriter or placement agent in connection with the Offering. The BOR does not purchase or solicit purchases of, or make any recommendations regarding, the Interests to prospective Investors.

Neither the BOR, 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 BOR 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.

The Plan of Distribution table below represents Offerings with a Closing as of June 30, 2020 and represents actual amounts 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
#52MANTLE	$1,600	$125,000	$1,320	$990	$0	$3,090	$132,000	$132.00	1,000
#71MAYS (1)	$1,600	$52,500	$570	$500	$0	$1,830	$57,000	$28.50	2,000
#RLEXPEPSI	$300	$16,800	$178	$500	$0	$22	$17,800	$8.90	2,000
#10COBB	$1,545	$35,000	$390	$500	$55	$1,510	$39,000	$39.00	1,000
#POTTER	$1,095	$65,000	$720	$540	$5,100	($510)	$72,000	$24.00	3,000
#TWOCITIES	$1,495	$12,000	$145	$500	$305	$55	$14,500	$72.50	200
#FROST	$1,695	$10,000	$135	$500	$305	$865	$13,500	$67.50	200
#BIRKINBLEU	$1,250	$55,500	$580	$500	$0	$170	$58,000	$58.00	1,000
#SMURF	$1,250	$29,500	$345	$500	$0	$2,905	$34,500	$17.25	2,000
#70RLEX	$1,200	$17,900	$200	$500	$150	$50	$20,000	$20.00	1,000
#EINSTEIN	$1,750	$11,000	$145	$500	$250	$1,355	$14,500	$7.25	2,000
#HONUS (1)	$5,300	$500,028	$5,200	$3,900	$0	$5,572	$520,000	$52.00	10,000
#75ALI	$1,050	$44,000	$460	$500	$0	($10)	$46,000	$23.00	2,000
#APROAK	$1,150	$72,500	$750	$563	$0	($63)	$75,000	$75.00	1,000
#88JORDAN	$1,050	$20,000	$220	$500	$47	$230	$22,000	$11.00	2,000
#BIRKINBOR	$1,203	$50,000	$525	$500	$47	$225	$52,500	$26.25	2,000
#33RUTH	$1,003	$74,000	$770	$578	$47	$603	$77,000	$38.50	2,000
#SPIDER1	$1,003	$20,000	$220	$500	$47	$230	$22,000	$22.00	1,000
#BATMAN3	$1,003	$75,000	$780	$585	$47	$585	$78,000	$78.00	1,000
#ROOSEVELT	$400	$17,000	$195	$500	$397	$1,008	$19,500	$19.50	1,000
#ULYSSES	$1,950	$22,000	$255	$500	$100	$695	$25,500	$51.00	500
#56MANTLE	$1,050	$9,000	$100	$500	$0	($650)	$10,000	$1.00	10,000
#AGHOWL	$1,703	$15,500	$190	$500	$297	$810	$19,000	$38.00	500
#18ZION	$650	$13,500	$150	$500	$0	$200	$15,000	$30.00	500
#SNOOPY	$800	$24,000	$255	$500	$0	($55)	$25,500	$12.75	2,000
#APOLLO11	$1,050	$30,000	$320	$500	$0	$130	$32,000	$32.00	1,000
#24RUTHBAT	$1,003	$250,000	$2,550	$1,913	$0	($513)	$255,000	$85.00	3,000
#YOKO	$1,750	$12,500	$160	$500	$250	$840	$16,000	$80.00	200
#RUTHBALL1	$700	$27,000	$290	$500	$0	$510	$29,000	$14.50	2,000
#HULK1	$300	$87,000	$890	$668	$0	$143	$89,000	$44.50	2,000
#HIMALAYA	$1,203	$130,000	$1,400	$1,050	$0	$6,300	$140,000	$70.00	2,000
#55CLEMENTE	$600	$36,000	$380	$500	$0	$520	$38,000	$38.00	1,000
#38DIMAGGIO	$600	$20,000	$220	$500	$0	$680	$22,000	$22.00	1,000
#BOND1	$463	$37,000	$390	$500	$137	$510	$39,000	$39.00	1,000
#LOTR	$563	$27,500	$290	$500	$137	$10	$29,000	$29.00	1,000
#CATCHER	$213	$11,500	$125	$500	$137	$25	$12,500	$25.00	500
#SUPER21	$300	$7,000	$85	$500	$0	$615	$8,500	$1.00	8,500

#BATMAN1	$534	$68,500	$710	$533	$66	$658	$71,000	$71.00	1,000
#GMTBLACK1	$634	$25,000	$280	$500	$66	$1,520	$28,000	$28.00	1,000
#BIRKINTAN	$700	$25,000	$280	$500	$0	$1,520	$28,000	$28.00	1,000

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold and represents details through June 30, 2020.

(1)The Asset Seller was issued Interests in the Series as part of total purchase consideration.

The Plan of Distribution table below represents Offerings with no Closing as of June 30, 2020 and represents budgeted amounts 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	Number of Interests
#61JFK	$100	$16,250	$230	$500	$400	$5,520	$23,000	$11.50	2,000
#50JACKIE	$100	$9,200	$100	$500	$0	$100	$10,000	$1.00	10,000
#POKEMON1	$300	$118,000	$1,250	$938	$300	$4,213	$125,000	$25.00	5,000
#LINCOLN	$300	$64,000	$800	$600	$400	$13,900	$80,000	$20.00	4,000
#STARWARS1	$100	$10,000	$120	$500	$300	$980	$12,000	$1.00	12,000
#56TEDWILL	$300	$80,000	$900	$675	$300	$7,825	$90,000	$45.00	2,000
#68MAYS	$300	$32,000	$390	$500	$300	$5,510	$39,000	$19.50	2,000
#TMNT1	$300	$59,000	$650	$500	$300	$4,250	$65,000	$65.00	1,000
#CAPTAIN3	$100	$35,500	$370	$500	$0	$530	$37,000	$37.00	1,000
#51MANTLE	$300	$29,500	$340	$500	$300	$3,060	$34,000	$17.00	2,000
#CHURCHILL	$100	$6,500	$75	$500	$200	$125	$7,500	$1.00	7,500
#SHKSPR4	$300	$105,000	$1,150	$863	$400	$7,288	$115,000	$115.00	1,000
#03KOBE	$300	$44,000	$500	$500	$300	$4,400	$50,000	$8.00	6,250
#03LEBRON	$300	$25,000	$340	$500	$300	$7,560	$34,000	$17.00	2,000
#03JORDAN	$300	$33,000	$410	$500	$300	$6,490	$41,000	$20.50	2,000
#39TEDWILL	$300	$27,750	$280	$500	$300	($1,130)	$28,000	$5.00	5,600
#94JETER	$300	$39,000	$450	$500	$300	$4,450	$45,000	$45.00	1,000
#2020TOPPS (1)	$150	$98,000	$1,000	$750	$0	$100	$100,000	$10.00	10,000
#FANFOUR1	$300	$100,000	$1,050	$788	$300	$2,563	$105,000	$52.50	2,000
#86RICE	$300	$20,000	$230	$500	$300	$1,670	$23,000	$1.00	23,000
#DAREDEV1	$100	$9,500	$115	$500	$300	$985	$11,500	$1.00	11,500
#85MARIO	$300	$140,000	$1,500	$1,125	$300	$6,775	$150,000	$50.00	3,000
#TOS39	$300	$120,000	$1,350	$1,013	$300	$12,038	$135,000	$45.00	3,000
#05LATOUR	$300	$7,442	$98	$500	$300	$1,161	$9,800	$9.80	1,000
#16SCREAG	$300	$31,944	$390	$500	$300	$5,566	$39,000	$39.00	1,000
#14DRC	$300	$45,980	$540	$500	$300	$6,380	$54,000	$54.00	1,000
#57MANTLE	$300	$8,000	$80	$500	$300	($1,180)	$8,000	$1.00	8,000
#FAUBOURG	$300	$115,000	$1,500	$1,125	$400	$31,675	$150,000	$75.00	2,000

#16PETRUS	$300	$38,236	$450	$500	$300	$5,214	$45,000	$5.00	9,000
#ALICE	$300	$9,200	$120	$500	$400	$1,480	$12,000	$1.00	12,000
#SPIDER10	$300	$18,000	$210	$500	$300	$1,690	$21,000	$5.00	4,200
#SOBLACK	$300	$50,000	$560	$500	$400	$4,240	$56,000	$56.00	1,000
#GATSBY	$300	$185,000	$2,000	$1,500	$400	$10,800	$200,000	$50.00	4,000
#57STARR	$300	$8,000	$80	$500	$300	($1,180)	$8,000	$1.00	8,000
#93DAYTONA	$300	$37,000	$420	$500	$300	$3,480	$42,000	$21.00	2,000
#79STELLA	$300	$61,500	$690	$518	$300	$5,693	$69,000	$5.00	13,800
#APEOD	$500	$28,000	$310	$500	$750	$940	$31,000	$62.00	500
#15PTKWT	$500	$105,000	$1,080	$810	$750	($140)	$108,000	$108.00	1,000
#AMZFNT15	$300	$30,500	$325	$500	$300	$575	$32,500	$65.00	500
#TKAM	$300	$28,500	$320	$500	$400	$1,980	$32,000	$16.00	2,000
#NEWTON	$300	$255,000	$2,750	$2,063	$400	$14,488	$275,000	$68.75	4,000
#BATMAN6	$100	$23,500	$270	$500	$300	$2,330	$27,000	$13.50	2,000
#HALONFR	$300	$23,000	$270	$500	$300	$2,630	$27,000	$27.00	1,000
#AVENGERS1	$300	$250,000	$2,700	$2,025	$300	$14,675	$270,000	$54.00	5,000
#SUPER14	$300	$120,000	$1,300	$975	$300	$7,125	$130,000	$25.00	5,200
#DUNE	$300	$10,500	$133	$500	$400	$1,418	$13,250	$13.25	1,000
#TORNEK	$300	$153,000	$1,650	$1,238	$300	$8,513	$165,000	$55.00	3,000
#ANMLFARM	$100	$8,700	$100	$500	$100	$500	$10,000	$10.00	1,000
#37HEISMAN	$300	$410,000	$4,600	$3,450	$300	$41,350	$460,000	$46.00	10,000
#JUSTICE1	$300	$190,000	$2,150	$1,613	$300	$20,638	$215,000	$43.00	5,000
#AF15	$300	$189,000	$2,000	$1,500	$300	$6,900	$200,000	$25.00	8,000
#59JFK	$300	$23,000	$260	$500	$400	$1,540	$26,000	$13.00	2,000
#GRAPES	$300	$31,000	$390	$500	$400	$6,410	$39,000	$19.50	2,000
#JOBSMAC	$300	$35,000	$500	$500	$300	$13,400	$50,000	$10.00	5,000
#AVENGE57	$300	$17,000	$200	$500	$300	$1,700	$20,000	$1.00	20,000
#PICNIC	$300	$48,000	$540	$500	$300	$4,360	$54,000	$27.00	2,000
#CLEMENTE2	$300	$60,000	$700	$525	$300	$8,175	$70,000	$35.00	2,000
#09TROUT	$300	$225,000	$2,250	$1,688	$300	($4,538)	$225,000	$20.00	11,250
#62MANTLE	$300	$132,000	$1,500	$1,125	$300	$14,775	$150,000	$25.00	6,000
#KEROUAC	$300	$85,000	$980	$735	$400	$10,585	$98,000	$20.00	4,900
#09BEAUX	$300	$29,475	$340	$500	$300	$3,085	$34,000	$5.00	6,800
#13BEAUX	$300	$21,877	$255	$500	$300	$2,268	$25,500	$5.00	5,100
#09RBLEROY	$300	$96,285	$1,075	$806	$300	$8,734	$107,500	$25.00	4,300
#00MOUTON	$300	$23,449	$270	$500	$300	$2,181	$27,000	$13.50	2,000
#11BELAIR	$300	$18,995	$220	$500	$300	$1,685	$22,000	$11.00	2,000
#06BRM	$300	$15,720	$185	$500	$300	$1,495	$18,500	$10.00	1,850
#17DUJAC	$300	$23,232	$260	$500	$300	$1,408	$26,000	$8.00	3,250

#00NEWMAN	$300	$12,800	$155	$500	$598	$1,147	$15,500	$5.00	3,100
#NASA1	$300	$250,000	$3,000	$2,250	$4,657	$39,793	$300,000	$30.00	10,000
#03KOBE2	$300	$21,000	$230	$500	$300	$670	$23,000	$4.00	5,750
#FAUBOURG2	$300	$150,000	$1,650	$1,238	$300	$11,513	$165,000	$15.00	11,000

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold and represents details through June 30, 2020. Brokerage Fee and Offering Expenses (Custody Fee) assume that 100% of Interests in each Offering are sold.

(1)The Asset Seller was issued Interests in the Series as part of total purchase consideration.

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 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. On August 26, 2020, the Commission adopted amendments to expand the definition of “accredited investor” which will become effective 60 days after publication in the Federal Register. When effective, these amendments will, among other changes, expand the types of entities that qualify as accredited investors, enable investors that hold FINRA Series 7, 65 or 82 licenses to qualify as accredited investors and expand the concept of “spouse” to include spousal equivalents for purposes of the financial tests referenced above. 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 BOR, 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.

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 August 12, 2019, between the Company and the BOR (as amended, the “Brokerage Agreement”) will serve as broker of record for the Company’s Regulation A Offerings.

The BOR 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 BOR 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 BOR 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 BOR 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 BOR 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 BOR for certain other expenses.

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 BOR 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

The 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, pursuant to a custody agreement dated January 7, 2020 (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. The Custodian 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 who will be appointed pursuant to an escrow agreement among the BOR, 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 BOR 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 their respective 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 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 insurance required in connection with such transportation), initial refurbishment or maintenance, and photography and videography expenses in order to prepare the profile for the Underlying Asset on the Platform. 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 BOR will receive the Brokerage Fee. Each Series of Interests will be responsible for paying its own Brokerage Fee to the BOR 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, the Company has agreed to pay the BOR a one-time advance set up fee of $10,000. The Company will also fund $8,000 in FINRA 5110 filing fees which represents the 5110 fee for the maximum of $50,000,000 of issuance in the upcoming twelve-month period. The set-up fee is to facilitate the Offerings but is not related to a specific Series of Interests. Any unused portion of these fees will be reimbursed to the Company.

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 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 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 BOR will review the subscription documentation completed and signed by you. You may be asked to provide additional information. The Manager or the BOR 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 Operating Agreement. The Company, the Manager and the BOR 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 BOR 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 BOR 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, 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.

MANAGEMENT

Manager

The Manager of the Company will be RSE Archive Manager, LLC, a Delaware limited liability company formed on March 27, 2019.

The Company operates under the direction of the Manager, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. The Asset Manager, the sole member of the Manager, has established a Board of Directors that will make decisions with respect to all asset acquisitions, dispositions and maintenance schedules, with guidance from the Advisory Board. The Manager and the officers and directors of the Asset Manager are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require. The Manager is responsible for determining maintenance required in order to maintain or improve the asset’s quality, determining how to monetize the Underlying Assets at Membership Experience Programs in order to generate profits and evaluating potential sale offers, which may lead to the liquidation of a Series.

The Company will follow guidelines adopted by the Manager and implement policies set forth in the Operating Agreement unless otherwise modified by the Manager. The Manager may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. The Manager may change our objectives at any time without approval of Interest Holders. The Manager itself has no track record and is relying on the experience of the individual officers, directors and advisors of the Asset Manager. The Asset Manager is also the Manager and Asset Manager for RSE Collection, LLC, another series limited liability company with a similar business in the collectible automobile asset class, which commenced principal operations in 2017. While the Asset Manager thus has some similar management experience, its experience is limited, and it has no experience selecting or managing assets in the Asset Class.

The Manager performs its duties and responsibilities pursuant to our Operating Agreement. The Manager maintains a contractual, as opposed to a fiduciary relationship, with us and our Interest Holders. Furthermore, we have agreed to limit the liability of the Manager and to indemnify the Manager against certain liabilities.

Responsibilities of the Manager

The responsibilities of the Manager include:

Asset Sourcing and Disposition Services:

-Together with guidance from the Advisory Board, define and oversee the overall Underlying Asset sourcing and disposition strategy;

Services in Connection with an Offering:

-Create and manage all Series of Interests for Offerings related to Underlying Assets on the Platform;

-Develop Offering materials, including the determination of specific terms and structure and description of the Underlying Assets;

-Create and submit all necessary regulatory filings including, but not limited to, Commission filings and financial audits and related coordination with advisors;

-Prepare all marketing materials related to Offerings;

-Together with the broker of record, coordinate the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions;

-Create and implement various technology services, transactional services, and electronic communications related to any Offerings;

-All other necessary Offering related services, which may be contracted out;

Asset Monetization Services:

-Together with advice from the Asset Manager, create and manage all Membership Experience Programs and determine participation in such programs by any Underlying Assets;

-Together with advice from the Asset Manager, Evaluate and enter into service provider contracts related to the operation of Membership Experience Programs;

-Allocate revenues and costs related to Membership Experience Programs to the appropriate Series in accordance with our allocation policy;

-Approve potential joint ventures, limited partnerships and other such relationships with third parties related to asset monetization and Membership Experience Programs;

Interest Holder Relationship Services:

-Provide any appropriate updates related to Underlying Assets or Offerings electronically or through the Platform;

-Manage communications with Interest Holders, including answering e-mails, preparing and sending written and electronic reports and other communications;

-Establish technology infrastructure to assist in providing Interest Holder support and services;

-Determine our distribution policy and determine amounts of and authorize Free Cash Flow distributions from time to time;

-Maintain Free Cash Flow funds in deposit accounts or investment accounts for the benefit of a Series;

Administrative Services:

-Manage and perform the various administrative functions necessary for our day-to-day operations;

-Provide financial and operational planning services and collection management functions including determination, administration and servicing of any Operating Expenses Reimbursement Obligation made to the Company or any Series by the Manager or the Asset Manager to cover any Operating Expense shortfalls;

-Administer the potential issuance of additional Interests to cover any potential Operating Expense shortfalls;

-Maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and required to be filed with the Commission and any other regulatory agency, including annual and semi-annual financial statements;

-Maintain all appropriate books and records for the Company and all the Series of Interests;

-Obtain and update market research and economic and statistical data in the Underlying Assets and the general Asset Class;

-Oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;

-Supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations;

-Provide all necessary cash management services;

-Manage and coordinate with the transfer agent, custodian or broker-dealer, if any, the process of making distributions and payments to Interest Holders or the transfer or re-sale of securities as may be permitted by law;

-Evaluate and obtain adequate insurance coverage for the Underlying Assets based upon risk management determinations;

-Track the overall regulatory environment affecting the Company, as well as managing compliance with regulatory matters;

-Evaluate our corporate governance structure and appropriate policies and procedures related thereto; and

-Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law.

Responsibilities of the Asset Manager

The responsibilities of the Asset Manager include:

Asset Sourcing and Disposition Services:

- Manage the Company’s asset sourcing activities including, creating the asset acquisition policy, organizing and evaluating due diligence for specific asset acquisition opportunities, verifying authenticity and condition of specific assets, and structuring partnerships with collectors, brokers and dealers who may provide opportunities to source quality assets;

-Negotiate and structure the terms and conditions of acquisitions of or purchase option agreements or purchase agreements for Underlying Assets with Asset Sellers;

-Evaluate any potential asset takeover offers from third parties, which may result in asset dispositions, sales or other liquidity transactions;

-Structure and negotiate the terms and conditions of transactions pursuant to which Underlying Assets may be sold or otherwise disposed.

Asset Management and Maintenance Services with Respect to the Underlying Assets:

-Develop a maintenance schedule and standards of care in consultation with the Advisory Board and oversee compliance with such maintenance schedule and standards of care;

-Purchase and maintain insurance coverage for Underlying Assets;

-Engage third party independent contractors for the care, custody, maintenance and management of the Underlying Assets;

-Deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred in connection with the maintenance and operation and ensure delivery of payments to third parties for any such services; and

-Generally, perform any other act necessary to carry out all asset management and maintenance obligations.

Executive Officers, Directors and Key Employees of the Manager

The following individuals constitute the Board of Directors, executive management and significant employees of the Asset Manager, the sole member of the Manager:

Name	Age	Position	Term of Office (Beginning)
Christopher J. Bruno	40	Founder & President	05/2016
George Leimer	54	Chief Executive Officer	08/2020
Robert A. Petrozzo	37	Chief Product Officer	06/2016
Maximilian F. Niederste-Ostholt	40	Chief Financial Officer	08/2016
Vincent DiDonato	42	Chief Technology Officer	10/2019
Greg Bettinelli	48	Director	07/2018
Joshua Silberstein	45	Director	10/2016
Arun Sundararajan	49	Director	10/2016

Background of Officers and Directors of the Manager

The following is a brief summary of the background of each director and executive officer of the Manager:

Christopher J. Bruno, Founder & President

Chris is co-founder of the Company’s Asset Manager and served as its CEO from the Company’s Asset Managers inception until August 2020. He is a serial entrepreneur who has developed several online platform businesses. In 2013, Chris co-founded Network of One, a data-driven content investment platform focused on the YouTube market where he worked until 2016. Prior to Network of One, Chris co-founded Healthguru, a leading health information video platform on the web (acquired by Propel Media, Inc., OTC BB: PROM) where he worked from 2005 to 2013.

Chris began his career working in venture capital at Village Ventures where he invested in early-stage companies across the online media, telecommunications, software, medical devices, consumer products and e-commerce industries. Chris worked at Village Ventures from 2002 to 2005.

From 2004 to 2005, Chris also worked as an analyst directly for the management team of Everyday Health (NYSE: EVDY) during its growth phase.

Chris graduated magna cum laude with Honors from Williams College with a degree in Economics and received his MBA, beta gamma sigma, from the NYU Stern School of Business with a specialization in Finance and Entrepreneurship.

George Leimer, Chief Executive Officer

George joined RSE Markets as Chief Executive Officer in August 2020. He is a seasoned business and technology executive with extensive experience working in a diverse collection of industries ranging from e-commerce, content-creation, consumer internet, and entertainment. He has hands-on knowledge gained from direct leadership in general management, product development, and product marketing roles and early-stage experience from company formation through fund-raising, launch/operation and acquisition.

Most recently George was the Senior Vice President of data platforms at Disney where he led the transformation of The Walt Disney Company’s consumer identity platform from an on-premises monolithic architecture to a highly available and scalable cloud-based solution. He led both technology and product groups at ESPN as a Vice President from 2013-2018 building products and running development groups.

From 2007 until 2009 George was a senior manager of online store merchandising at Apple. He had an entrepreneurial hiatus from Apple from 2009 until 2012 in which cofounded BigDeal.com, a hybrid gaming/ecommerce business. He returned to Apple in 2012 where he was the director of online store merchandising until he departed for ESPN in 2013.

George held various senior operations and technology roles at eBay and subsidiary Half.com from 1999 until 2007. In his tenure at eBay, George launched various services and led a portfolio of businesses generating $2B in annual Gross Merchandise Sales.

George Graduated from Weidner University in 1987 with a bachelor's in Management and an MIS Concentration.

Robert A. Petrozzo, Chief Product Officer

Rob is a designer and creative thinker who has led the development of multiple award-winning technology platforms in both the software and hardware arenas. For the past decade, he has specialized in the product design space having created authoring components, architected the front-end of distribution platforms, and designed interactive content platforms for both consumers & enterprises. Immediately prior to joining the Asset Manager, he

led the UX & UI effort at computer vision & robotics startup KeyMe, building interactive products from the ground up and deploying both mobile & kiosk-based software nationwide. Rob worked at KeyMe from 2014 to 2016.

His previous roles include internal software design for Ares Management (2013 to 2014), and Creative Director at ScrollMotion (2010 to 2013), where he led a team of content creators and product developers to release a fully integrated authoring tool and over 300 custom enterprise apps for Fortune 50 and 100 clientele across 12 countries including Hearst, Roche, J&J, Genentech, and the NFL.

Rob received his degree in User-Centered Design with a peripheral curriculum in User Psychology from the University of Philadelphia.

Maximilian F. Niederste-Ostholt, Chief Financial Officer

Max has spent 9 years in the finance industry, working in the investment banking divisions of Lehman Brothers from 2007 to 2008 and Barclays from 2008 to 2016. At both firms he was a member of the healthcare investment banking group, most recently as Director focused on M&A and financing transactions in the Healthcare IT and Health Insurance spaces. Max has supported the execution of over $100 billion of financing and M&A transactions across various sectors of the healthcare space including buy-side and sell-side M&A assignments and financings across high grade and high yield debt, equities and convertible financings. Work performed on these transactions included amongst other aspects, valuation, contract negotiations, capital raising support and general transaction execution activities.

Prior to his career in investment banking, Max worked in management consulting at A.T. Kearney from 2002 to 2005 focused on engagements in the automotive, IT and healthcare spaces. During this time, he worked on asset sourcing, logistics and process optimization projects.

Max graduated from Williams College with a Bachelor of Arts in Computer Science and Economics and received Master of Business Administration, beta gamma sigma, from NYU’s Stern School of Business.

Vincent A. DiDonato, Chief Technology Officer

Vincent brings more than 20 years of technology & web application development experience with a focus on SaaS-based B2C and B2B platforms. Most recently, Vincent was VP of Engineering at Splash, where he helped build and lead a global engineering team.

Prior to Splash, Vincent spent over five years working as SiteCompli's VP of Technology & Engineering where he oversaw the direction and execution of SiteCompli's technology strategy as well as managed onshore and offshore software engineering operations.

Vincent's previous roles include director and engineering capacities with American Express and NYC & Company, where he led, architected and implemented multi-million-dollar product and platform launches.

Greg Bettinelli, Director

Greg has over 20 years of experience in the Internet and e-commerce industries.

In 2013 he joined the venture capital firm Upfront Ventures as a Partner and is focused on investments in businesses at the intersection of retail and technology. One of Greg's most notable investments, Ring, was acquired by Amazon for $1 billion in 2018.

Prior to joining Upfront Ventures, from 2009 to 2013, Greg was the Chief Marketing Officer for HauteLook, a leading online flash-sale retailer which was acquired by Nordstrom, Inc. in March 2011 for $270 million.

Before joining HauteLook, from 2008 to 2009, Greg served as Executive Vice President of Business Development and Strategy at Live Nation, where he was responsible for the strategic direction and key business partnerships for Live Nations' ticketing and digital businesses. Prior to Live Nation, from 2003 to 2008, Greg held a number of leadership positions at eBay, including Sr. Director of Business Development for StubHub and Director of Event Tickets and Media. While at eBay, Greg played a lead role in eBay's acquisition of StubHub in 2007 for $307 million.

Earlier in his career, Greg held a number of roles in marketing, finance, and business development at companies in the financial services and healthcare industries.

Greg holds a BA in Political Science from the University of San Diego and an MBA from Pepperdine University's Graziadio School of Business and Management.

Joshua Silberstein, Director

Joshua is a seasoned operator and entrepreneur with in excess of 15 years of experience successfully building companies – as a founder, investor, board member, and CEO.

Joshua co-founded Healthguru in 2006 and led the company from idea to exit in 2013. When Healthguru was acquired by Propel Media, Inc. (OTC BB: PROM), a publicly traded video syndication company, in 2013, Healthguru was a leading provider of health video on the web (as at 2013 it had 917 million streams and a 49.1% market share in health videos).

After the acquisition, Joshua joined Propel Media as President and completed a transformative transaction that quadrupled annual revenue and dramatically improved profitability. When the deal – a reverse merger – was completed, it resulted in an entity with over $90 million in revenue and approximately $30 million in EBITDA.

In the past several years, Joshua has taken an active role with more than a dozen companies (with approximately $3 million to $47 million in revenue) – both in operating roles (Interim President, Chief Strategy Officer) and in an advisory capacity (to support a capital raise or lead an M&A transaction).

Earlier in his career, Joshua was a venture capitalist at BEV Capital, where he was part of teams that invested nearly $50 million in early-stage consumer businesses (including Alloy.com and Classmates Online) and held a number of other senior operating roles in finance, marketing, and business development.

Joshua has a BS in Economics from the Wharton School (summa cum laude) and an MBA from Columbia University (beta gamma sigma).

Arun Sundararajan, Director

Arun is Professor and the Robert L. and Dale Atkins Rosen Faculty Fellow at New York University’s (NYU) Stern School of Business, and an affiliated faculty member at many of NYU’s interdisciplinary research centers, including the Center for Data Science and the Center for Urban Science and Progress. He joined the NYU Stern faculty in 1998.

Arun’s research studies how digital technologies transform business, government and civil society. His current research topics include digital strategy and governance, crowd-based capitalism, the sharing economy, the economics of automation, and the future of work. He has published over 50 scientific papers in peer-reviewed academic journals and conferences, and over 30 op-eds in outlets that include The New York Times, The Financial Times, The Guardian, Wired, Le Monde, Bloomberg View, Fortune, Entrepreneur, The Economic Times, LiveMint, Harvard Business Review, Knowledge@Wharton and Quartz. He has given more than 250 invited talks at industry, government and academic forums internationally. His new book, “The Sharing Economy,” was published by the MIT Press in June 2016.

Arun is a member of the World Economic Forum’s Global Futures Council on Technology, Values and Policy. He interfaces with tech companies at various stages on issues of strategy and regulation, and with non-tech companies trying to understand how to forecast and address changes induced by digital technologies. He has provided expert input about the digital economy as part of Congressional testimony, and to various city, state and federal government agencies.

Arun holds a Ph.D. in Business Administration and an M.S. in Management Science from the University of Rochester, and a B. Tech. in Electrical Engineering from the Indian Institute of Technology, Madras.

Advisory Board

Responsibilities of the Advisory Board

The Advisory Board will support the Company, the Asset Manager and the Manager and consists of members of our expert network and additional advisors to the Manager. It is anticipated that the Advisory Board will review the Company’s relationship with, and the performance of, the Manager, and generally approve the terms of any material or related-party transactions. In addition, it is anticipated that the Advisory Board will assist with, and make recommendations with respect to, the following:

(i)Approving, permitting deviations from, making changes to, and annually reviewing the asset acquisition policy;

(ii)Evaluating all asset acquisitions;

(iii)Evaluating any third party offers for asset acquisitions and approving asset dispositions that are in the best interest of the Company and the Interest Holders;

(iv)Providing guidance with respect to the appropriate levels of annual collection level insurance costs and maintenance costs specific to each individual asset;

(v)Reviewing material conflicts of interest that arise, or are reasonably likely to arise with the managing member, on the one hand, and the Company, a Series or the economic members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand;

(vi)Approving any material transaction between the Company or a Series, on the one hand, and the Manager or any of its affiliates, another Series or an Interest Holder, on the other hand, other than for the purchase of Interests;

(vii)Reviewing the total fees, expenses, assets, revenues, and availability of funds for distributions to Interest Holders at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the assets, and that funds available for distributions to Interest Holders are in accordance with our policies; and

(viii)Approving any service providers appointed by the Manager or the Asset Manager in respect of the Underlying Assets.

The resolution of any conflict of interest approved by the Advisory Board shall be conclusively deemed fair and reasonable to the Company and the Members and not a breach of any duty at law, in equity or otherwise. The members of the Advisory Board are not Managers or officers of the Company, the Manager or the Asset Manager, or any Series and do not have fiduciary or other duties to the Interest Holders of any Series.

Compensation of the Advisory Board

The Asset Manager will compensate the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service. As such, it is anticipated that their costs will not be borne by any given Series of Interests, although members of the Advisory Board may be reimbursed by a Series for out-of-pocket expenses incurred by such Advisory Board member in connection with a Series of Interests (e.g. travel related to evaluation of an asset).

Members of the Advisory Board

We plan to continue to build the Advisory Board over time and are in advanced discussions with various experts in the Asset Class. We have already established an informal network of expert advisors who support the

Company in asset acquisitions, valuations and negotiations. To date three individuals have formally joined the Manager’s Advisory Board:

Dan Gallagher

Dan has extensive public and private sector experience in regulatory matters, financial markets, and corporate legal affairs and governance.

Dan initially began his career in private practice, advising clients on broker-dealer regulatory issues and representing clients in SEC and SRO enforcement proceedings. Dan then served on the SEC staff in several capacities, including as counsel to both Commissioner Paul Atkins and Chairman Christopher Cox, and from 2008 to 2010 as deputy director and co-acting director of the Division of Trading and Markets. While serving as deputy director and co-acting director, he was on the front lines of the agency’s response to the financial crisis, including representing the SEC in the Lehman Brothers liquidation.

Dan served as an SEC commissioner from 2011 to 2015. While serving as commissioner, he advocated for a comprehensive review of equity market structure, championed corporate governance reform and pushed to improve the SEC’s fixed income market expertise.

Dan is currently partner and deputy chair of the securities department at the international law firm WilmerHale and is a member of the advisory boards of both the Institute for Law and Economics at the University of Pennsylvania and the Center for Corporate Governance, Raj & Kamla Gupta Governance Institute, LeBow College of Business, Drexel University.

Dan earned his JD, magna cum laude, from the Catholic University of America, where he was a member of the law review and graduated from Georgetown University with a BA in English.

Roger Wiegley

Roger has over 30 years of legal and risk management experience. He is a practicing attorney through his company Roger Wiegley Law Offices, which he started in 2013. He is also a senior adviser to KPMG (insurance and reinsurance) as well as a consultant to several AXA companies in Europe and the United States, and he is the founder and a director of Global Risk Consulting, Ltd., a UK consulting company.

Roger spent the first 18 years of his career practicing law at Sullivan & Cromwell; Sidley & Austin; and Pillsbury Winthrop Shaw Pittman, focused on clients in the financial sector. From 1998 to 2001 he was the chief counsel for the commercial bank branches of Credit Suisse First Boston in the Americas and served as Head of Regional Oversight for CSFB in the Asia-Pacific Region. He held various other general counsel and legal positions at various companies including Winterthur Swiss Insurance Company and Westmoreland Coal Company from 2001 to 2007. From 2008 to 2013, Roger was the Global General Counsel of AXA Liabilities Managers.

Ken Goldin

Ken is the founder and president at Goldin Auctions. He has sold over $700 million in the field of sports cards and memorabilia combined. Ken has been a leader in the field of sports collectibles for over 30 years.

Ken founded Goldin Auctions in 2012 and it quickly became an industry leader in sports memorabilia and trading cards. Ken is a regular guest on CNBC, Bloomberg and Fox Business and is a key contributor to these channels related to appraisals and valuations on memorabilia.

Prior to Goldin Auctions, he co-founded the Score Board Inc. in 1986. The company grew into an industry leader in trading cards and memorabilia selling over $100 million per year. The company was a pioneer in bringing sports memorabilia to the public, signing marketing and licensing agreements with many key figures in sports over the past 50 years.

Ken is also known for his many charitable endeavors and is one of the founders and a director of the Museum of Sports in Philadelphia, a non- profit educational museum that is being built in the stadium district.

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 Asset 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 Asset 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 June 30, 2020, 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 ($)
2019	RSE Archive Manager, LLC	Manager	$18,014	$0	$18,014
2020	RSE Archive Manager, LLC	Manager	$23,325	$0	$23,325

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 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”.

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, 2^nd Floor, New York, NY 10012.

As of June 30, 2020, 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	Interests Issued to Asset Seller
Interest - Series #52MANTLE	10/25/2019	1,000	20 / 2%	$132,000	0 / 0%
Interest - Series #71MAYS (3)	10/31/2019	2,000	100 / 5%	$57,000	200 / 10%
Interest - Series #RLEXPEPSI	11/6/2019	2,000	40 / 2%	$17,800	0 / 0%
Interest - Series #10COBB	11/14/2019	1,000	22 / 2%	$39,000	0 / 0%
Interest - Series #POTTER	11/21/2019	3,000	64 / 2%	$72,000	0 / 0%
Interest - Series #TWOCITIES	11/21/2019	200	8 / 4%	$14,500	0 / 0%
Interest - Series #FROST	11/21/2019	200	8 / 4%	$13,500	0 / 0%
Interest - Series #BIRKINBLEU	11/27/2019	1,000	170 / 17%	$58,000	0 / 0%
Interest - Series #SMURF	11/27/2019	2,000	551 / 28%	$34,500	0 / 0%
Interest - Series #70RLEX	12/6/2019	1,000	30 / 3%	$20,000	0 / 0%
Interest - Series #EINSTEIN	12/13/2019	2,000	100 / 5%	$14,500	0 / 0%
Interest - Series #HONUS (3)	12/26/2019	10,000	201 / 2%	$520,000	5289 / 53%
Interest - Series #75ALI	12/29/2019	2,000	358 / 18%	$46,000	0 / 0%
Interest - Series #APROAK	1/2/2020	1,000	339 / 34%	$75,000	0 / 0%
Interest - Series #88JORDAN	1/27/2020	2,000	40 / 2%	$22,000	0 / 0%
Interest - Series #BIRKINBOR	2/20/2020	2,000	200 / 10%	$52,500	0 / 0%
Interest - Series #33RUTH	2/26/2020	2,000	40 / 2%	$77,000	0 / 0%
Interest - Series #SPIDER1	3/4/2020	1,000	20 / 2%	$22,000	0 / 0%
Interest - Series #BATMAN3	3/4/2020	1,000	21 / 2%	$78,000	0 / 0%
Interest - Series #ROOSEVELT	3/10/2020	1,000	20 / 2%	$19,500	0 / 0%
Interest - Series #ULYSSES	3/10/2020	500	11 / 2%	$25,500	0 / 0%
Interest - Series #56MANTLE	3/11/2020	10,000	200 / 2%	$10,000	0 / 0%
Interest - Series #AGHOWL	3/11/2020	500	10 / 2%	$19,000	0 / 0%
Interest - Series #18ZION	4/2/2020	500	10 / 2%	$15,000	0 / 0%
Interest - Series #SNOOPY	4/7/2020	2,000	40 / 2%	$25,500	0 / 0%
Interest - Series #APOLLO11	4/19/2020	1,000	20 / 2%	$32,000	0 / 0%
Interest - Series #24RUTHBAT	5/3/2020	3,000	192 / 6%	$255,000	0 / 0%
Interest - Series #YOKO	5/11/2020	200	4 / 2%	$16,000	0 / 0%

Interest - Series #RUTHBALL1	5/24/2020	2,000	40 / 2%	$29,000	0 / 0%
Interest - Series #HULK1	5/24/2020	2,000	40 / 2%	$89,000	0 / 0%
Interest - Series #HIMALAYA	5/27/2020	2,000	40 / 2%	$140,000	0 / 0%
Interest - Series #55CLEMENTE	6/4/2020	1,000	20 / 2%	$38,000	0 / 0%
Interest - Series #38DIMAGGIO	6/4/2020	1,000	20 / 2%	$22,000	0 / 0%
Interest - Series #BOND1	6/12/2020	1,000	20 / 2%	$39,000	0 / 0%
Interest - Series #LOTR	6/12/2020	1,000	20 / 2%	$29,000	0 / 0%
Interest - Series #CATCHER	6/12/2020	500	10 / 2%	$12,500	0 / 0%
Interest - Series #SUPER21	6/17/2020	8,500	170 / 2%	$8,500	0 / 0%
Interest - Series #BATMAN1	6/18/2020	1,000	20 / 2%	$71,000	0 / 0%
Interest - Series #GMTBLACK1	6/25/2020	1,000	20 / 2%	$28,000	0 / 0%
Interest - Series #BIRKINTAN	6/25/2020	1,000	20 / 2%	$28,000	0 / 0%
Interest - Series #61JFK	Q4 2020 or Q1 2021	1	1 / 100%	$23,000	0 / 0%
Interest - Series #50JACKIE	Q4 2020 or Q1 2021	1	1 / 100%	$10,000	0 / 0%
Interest - Series #POKEMON1	Q4 2020 or Q1 2021	1	1 / 100%	$125,000	0 / 0%
Interest - Series #LINCOLN	Q4 2020 or Q1 2021	1	1 / 100%	$80,000	0 / 0%
Interest - Series #STARWARS1	Q4 2020 or Q1 2021	1	1 / 100%	$12,000	0 / 0%
Interest - Series #56TEDWILL	Q4 2020 or Q1 2021	1	1 / 100%	$90,000	0 / 0%
Interest - Series #68MAYS	Q4 2020 or Q1 2021	1	1 / 100%	$39,000	0 / 0%
Interest - Series #TMNT1	Q4 2020 or Q1 2021	1	1 / 100%	$65,000	0 / 0%
Interest - Series #CAPTAIN3	Q4 2020 or Q1 2021	1	1 / 100%	$37,000	0 / 0%
Interest - Series #51MANTLE	Q4 2020 or Q1 2021	1	1 / 100%	$34,000	0 / 0%
Interest - Series #CHURCHILL	Q4 2020 or Q1 2021	1	1 / 100%	$7,500	0 / 0%
Interest - Series #SHKSPR4	Q4 2020 or Q1 2021	1	1 / 100%	$115,000	0 / 0%
Interest - Series #03KOBE	Q4 2020 or Q1 2021	1	1 / 100%	$50,000	0 / 0%
Interest - Series #03LEBRON	Q4 2020 or Q1 2021	1	1 / 100%	$34,000	0 / 0%
Interest - Series #03JORDAN	Q4 2020 or Q1 2021	1	1 / 100%	$41,000	0 / 0%
Interest - Series #39TEDWILL	Q4 2020 or Q1 2021	1	1 / 100%	$28,000	0 / 0%
Interest - Series #94JETER	Q4 2020 or Q1 2021	1	1 / 100%	$45,000	0 / 0%
Interest - Series #2020TOPPS (3)	Q4 2020 or Q1 2021	1	1 / 100%	$100,000	0 / 0%
Interest - Series #FANFOUR1	Q4 2020 or Q1 2021	1	1 / 100%	$105,000	0 / 0%
Interest - Series #86RICE	Q4 2020 or Q1 2021	1	1 / 100%	$23,000	0 / 0%
Interest - Series #DAREDEV1	Q4 2020 or Q1 2021	1	1 / 100%	$11,500	0 / 0%

Interest - Series #85MARIO	Q4 2020 or Q1 2021	1	1 / 100%	$150,000	0 / 0%
Interest - Series #TOS39	Q4 2020 or Q1 2021	1	1 / 100%	$135,000	0 / 0%
Interest - Series #05LATOUR	Q4 2020 or Q1 2021	1	1 / 100%	$9,800	0 / 0%
Interest - Series #16SCREAG	Q4 2020 or Q1 2021	1	1 / 100%	$39,000	0 / 0%
Interest - Series #14DRC	Q4 2020 or Q1 2021	1	1 / 100%	$54,000	0 / 0%
Interest - Series #57MANTLE	Q4 2020 or Q1 2021	1	1 / 100%	$8,000	0 / 0%
Interest - Series #FAUBOURG	Q4 2020 or Q1 2021	1	1 / 100%	$150,000	0 / 0%
Interest - Series #16PETRUS	Q4 2020 or Q1 2021	1	1 / 100%	$45,000	0 / 0%
Interest - Series #ALICE	Q4 2020 or Q1 2021	1	1 / 100%	$12,000	0 / 0%
Interest - Series #SPIDER10	Q4 2020 or Q1 2021	1	1 / 100%	$21,000	0 / 0%
Interest - Series #SOBLACK	Q4 2020 or Q1 2021	1	1 / 100%	$56,000	0 / 0%
Interest - Series #GATSBY	Q4 2020 or Q1 2021	1	1 / 100%	$200,000	0 / 0%
Interest - Series #57STARR	Q4 2020 or Q1 2021	1	1 / 100%	$8,000	0 / 0%
Interest - Series #93DAYTONA	Q4 2020 or Q1 2021	1	1 / 100%	$42,000	0 / 0%
Interest - Series #79STELLA	Q4 2020 or Q1 2021	1	1 / 100%	$69,000	0 / 0%
Interest - Series #APEOD	Q4 2020 or Q1 2021	1	1 / 100%	$31,000	0 / 0%
Interest - Series #15PTKWT	Q4 2020 or Q1 2021	1	1 / 100%	$108,000	0 / 0%
Interest - Series #AMZFNT15	Q4 2020 or Q1 2021	1	1 / 100%	$32,500	0 / 0%
Interest - Series #TKAM	Q4 2020 or Q1 2021	1	1 / 100%	$32,000	0 / 0%
Interest - Series #NEWTON	Q4 2020 or Q1 2021	1	1 / 100%	$275,000	0 / 0%
Interest - Series #BATMAN6	Q4 2020 or Q1 2021	1	1 / 100%	$27,000	0 / 0%
Interest - Series #HALONFR	Q4 2020 or Q1 2021	1	1 / 100%	$27,000	0 / 0%
Interest - Series #AVENGERS1	Q4 2020 or Q1 2021	1	1 / 100%	$270,000	0 / 0%
Interest - Series #SUPER14	Q4 2020 or Q1 2021	1	1 / 100%	$130,000	0 / 0%
Interest - Series #DUNE	Q4 2020 or Q1 2021	1	1 / 100%	$13,250	0 / 0%
Interest - Series #TORNEK	Q4 2020 or Q1 2021	1	1 / 100%	$165,000	0 / 0%
Interest - Series #ANMLFARM	Q4 2020 or Q1 2021	1	1 / 100%	$10,000	0 / 0%
Interest - Series #37HEISMAN	Q4 2020 or Q1 2021	1	1 / 100%	$460,000	0 / 0%
Interest - Series #JUSTICE1	Q4 2020 or Q1 2021	1	1 / 100%	$215,000	0 / 0%
Interest - Series #AF15	Q4 2020 or Q1 2021	1	1 / 100%	$200,000	0 / 0%
Interest - Series #59JFK	Q4 2020 or Q1 2021	1	1 / 100%	$26,000	0 / 0%
Interest - Series #GRAPES	Q4 2020 or Q1 2021	1	1 / 100%	$39,000	0 / 0%
Interest - Series #JOBSMAC	Q4 2020 or Q1 2021	1	1 / 100%	$50,000	0 / 0%

Interest - Series #AVENGE57	Q4 2020 or Q1 2021	1	1 / 100%	$20,000	0 / 0%
Interest - Series #PICNIC	Q4 2020 or Q1 2021	1	1 / 100%	$54,000	0 / 0%
Interest - Series #CLEMENTE2	Q4 2020 or Q1 2021	1	1 / 100%	$70,000	0 / 0%
Interest - Series #09TROUT	Q4 2020 or Q1 2021	1	1 / 100%	$225,000	0 / 0%
Interest - Series #62MANTLE	Q4 2020 or Q1 2021	1	1 / 100%	$150,000	0 / 0%
Interest - Series #KEROUAC	Q4 2020 or Q1 2021	1	1 / 100%	$98,000	0 / 0%
Interest - Series #09BEAUX	Q4 2020 or Q1 2021	1	1 / 100%	$34,000	0 / 0%
Interest - Series #13BEAUX	Q4 2020 or Q1 2021	1	1 / 100%	$25,500	0 / 0%
Interest - Series #09RBLEROY	Q4 2020 or Q1 2021	1	1 / 100%	$107,500	0 / 0%
Interest - Series #00MOUTON	Q4 2020 or Q1 2021	1	1 / 100%	$27,000	0 / 0%
Interest - Series #11BELAIR	Q4 2020 or Q1 2021	1	1 / 100%	$22,000	0 / 0%
Interest - Series #06BRM	Q4 2020 or Q1 2021	1	1 / 100%	$18,500	0 / 0%
Interest - Series #17DUJAC	Q4 2020 or Q1 2021	1	1 / 100%	$26,000	0 / 0%
Interest - Series #00NEWMAN	Q4 2020 or Q1 2021	1	1 / 100%	$15,500	0 / 0%
Interest - Series #NASA1	Q4 2020 or Q1 2021	1	1 / 100%	$300,000	0 / 0%
Interest - Series #03KOBE2	Q4 2020 or Q1 2021	1	1 / 100%	$23,000	0 / 0%
Interest - Series #FAUBOURG2	Q4 2020 or Q1 2021	1	1 / 100%	$165,000	0 / 0%

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

(1)RSE Markets, Inc. 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 issued to Asset Seller at Closing of Offering as part of total purchase consideration.

RSE ARCHIVE, LLC FINANCIAL STATEMENTS

CONTENTS

PAGE

RSE ARCHIVE, LLC AND VARIOUS SERIES:

Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019F-1

Consolidated Statements of Operations for the six months ended June 30, 2020 (unaudited) F-13

and period from inception (January 3, 2019) to June 30, 2019 (unaudited)

Consolidated Statements of Members’ Equity / (Deficit) for the six months ended F-23

June 30, 2020 (unaudited) and period from inception (January 3, 2019) to June 30, 2019

(unaudited)

Consolidated Statements of Cash Flows for the six months ended June 30, 2020 (unaudited) F-29

and period from inception (January 3, 2019) to June 30, 2019 (unaudited)

Notes to Consolidated Financial Statements F-39

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Assets
Current Assets
Cash and Cash Equivalents	`$1,450`	`$1,600`	`$300`	`$1,545`	`$1,095`
Pre-paid Insurance	`1,153`	`484`	`155`	`323`	`918`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`-`	`-`
Total Current Assets	`2,603`	`2,084`	`455`	`1,868`	`2,013`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`125,000`	`52,500`	`16,800`	`35,000`	`70,100`
TOTAL ASSETS	`$127,603`	`$54,584`	`$17,255`	`$36,868`	`$72,113`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`-`	`-`	`-`

Membership Contributions	`126,600`	`54,100`	`17,100`	`36,600`	`70,740`
Capital Contribution	`3,068`	`1,749`	`1,095`	`1,396`	`1,900`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`510`
Distribution to RSE Archive	`-`	`-`	`-`	`(55)`	`(55)`
Accumulated Deficit	`(2,065)`	`(1,265)`	`(940)`	`(1,073)`	`(982)`
Members' Equity / (Deficit)	`127,603`	`54,584`	`17,255`	`36,868`	`72,113`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$127,603`	`$54,584`	`$17,255`	`$36,868`	`$72,113`

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

F-1

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Assets
Current Assets
Cash and Cash Equivalents	`$1,495`	`$1,695`	`$1,250`	`$1,250`	`$1,200`
Pre-paid Insurance	`169`	`141`	`507`	`272`	`165`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`-`	`-`
Total Current Assets	`1,664`	`1,836`	`1,757`	`1,522`	`1,365`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`12,100`	`10,100`	`55,500`	`29,500`	`17,900`
TOTAL ASSETS	`$13,764`	`$11,936`	`$57,257`	`$31,022`	`$19,265`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`-`	`-`	`-`

Membership Contributions	`13,800`	`12,000`	`56,750`	`30,750`	`19,250`
Capital Contribution	`947`	`911`	`1,701`	`1,404`	`993`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(205)`	`(205)`	`-`	`-`	`(150)`
Accumulated Deficit	`(778)`	`(770)`	`(1,194)`	`(1,132)`	`(828)`
Members' Equity / (Deficit)	`13,764`	`11,936`	`57,257`	`31,022`	`19,265`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$13,764`	`$11,936`	`$57,257`	`$31,022`	`$19,265`

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

F-2

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Series #APROAK
Assets
Current Assets
Cash and Cash Equivalents	`$1,750`	`$5,300`	`$1,003`	`$3,005`	`$1,250`
Pre-paid Insurance	`155`	`-`	`-`	`-`	`669`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`3,550`	`-`
Total Current Assets	`1,905`	`5,300`	`1,003`	`6,555`	`1,919`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`11,100`	`500,028`	`44,065`	`-`	`72,500`
TOTAL ASSETS	`$13,005`	`$505,328`	`$45,068`	`$6,555`	`$74,419`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$3,550`	`$-`
Due to the Manager for Insurance	`-`	`2,644`	`386`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`3,005`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`65`	`-`	`-`
Total Liabilities	`-`	`2,644`	`451`	`6,555`	`-`

Membership Contributions	`13,000`	`505,328`	`45,040`	`-`	`73,688`
Capital Contribution	`860`	`2,355`	`671`	`-`	`1,859`
Capital Contribution for loss at Offering close	`-`	`-`	`10`	`-`	`63`
Distribution to RSE Archive	`(150)`	`-`	`-`	`-`	`-`
Accumulated Deficit	`(705)`	`(4,999)`	`(1,104)`	`-`	`(1,191)`
Members' Equity / (Deficit)	`13,005`	`502,684`	`44,617`	`-`	`74,419`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$13,005`	`$505,328`	`$45,068`	`$6,555`	`$74,419`

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

F-3

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #88JORDAN	Series #BIRKINBOR	Series #33RUTH	Series #SPIDER1	Series #BATMAN3
Assets
Current Assets
Cash and Cash Equivalents	`$1,003`	`$1,203`	`$1,003`	`$1,003`	`$1,003`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`-`	`-`
Total Current Assets	`1,003`	`1,203`	`1,003`	`1,003`	`1,003`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`20,000`	`50,000`	`74,000`	`20,000`	`75,000`
TOTAL ASSETS	`$21,003`	`$51,203`	`$75,003`	`$21,003`	`$76,003`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`175`	`418`	`634`	`69`	`258`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`175`	`418`	`634`	`69`	`258`

Membership Contributions	`21,050`	`51,250`	`75,050`	`21,050`	`76,050`
Capital Contribution	`511`	`435`	`414`	`391`	`390`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(47)`	`(47)`	`(47)`	`(47)`	`(47)`
Accumulated Deficit	`(686)`	`(853)`	`(1,048)`	`(460)`	`(648)`
Members' Equity / (Deficit)	`20,827`	`50,785`	`74,369`	`20,934`	`75,745`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$21,003`	`$51,203`	`$75,003`	`$21,003`	`$76,003`

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

F-4

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #ULYSSES	Series #ROOSEVELT	Series #56MANTLE	Series #AGHOWL	Series #98JORDAN
Assets
Current Assets
Cash and Cash Equivalents	`$1,950`	`$400`	`$1,050`	`$1,703`	`$9,272`
Pre-paid Insurance	`311`	`240`	`-`	`219`	`-`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`-`	`136`
Total Current Assets	`2,261`	`640`	`1,050`	`1,922`	`9,408`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`22,100`	`17,200`	`9,000`	`15,600`	`-`
TOTAL ASSETS	`$24,361`	`$17,840`	`$10,050`	`$17,522`	`$9,408`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`-`	`-`	`77`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`9,408`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`77`	`-`	`9,408`

Membership Contributions	`24,050`	`17,797`	`9,400`	`17,500`	`-`
Capital Contribution	`718`	`639`	`368`	`612`	`-`
Capital Contribution for loss at Offering close	`-`	`-`	`650`	`-`	`-`
Distribution to RSE Archive	`-`	`(197)`	`-`	`(197)`	`-`
Accumulated Deficit	`(407)`	`(399)`	`(445)`	`(393)`	`-`
Members' Equity / (Deficit)	`24,361`	`17,840`	`9,973`	`17,522`	`-`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$24,361`	`$17,840`	`$10,050`	`$17,522`	`$9,408`

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

F-5

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #18ZION	Series #SNOOPY	Series #APOLLO11	Series #24RUTHBAT	Series #YOKO
Assets
Current Assets
Cash and Cash Equivalents	`$650`	`$800`	`$1,050`	`$1,003`	`$1,750`
Pre-paid Insurance	`125`	`221`	`277`	`-`	`176`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`-`	`-`
Total Current Assets	`775`	`1,021`	`1,327`	`1,003`	`1,926`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`13,545`	`24,000`	`30,000`	`250,006`	`12,600`
TOTAL ASSETS	`$14,320`	`$25,021`	`$31,327`	`$251,009`	`$14,526`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`-`	`-`	`-`	`2,134`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`45`	`-`	`-`	`6`	`-`
Total Liabilities	`45`	`-`	`-`	`2,140`	`-`

Membership Contributions	`14,150`	`24,745`	`31,050`	`250,538`	`14,500`
Capital Contribution	`465`	`575`	`595`	`194`	`353`
Capital Contribution for loss at Offering close	`-`	`55`	`-`	`512`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`(47)`	`(150)`
Accumulated Deficit	`(340)`	`(354)`	`(318)`	`(2,328)`	`(177)`
Members' Equity / (Deficit)	`14,275`	`25,021`	`31,327`	`248,869`	`14,526`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$14,320`	`$25,021`	`$31,327`	`$251,009`	`$14,526`

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

F-6

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #86JORDAN	Series #HULK1	Series #RUTHBALL1	Series #HIMALAYA	Series #38DIMAGGIO
Assets
Current Assets
Cash and Cash Equivalents	`$8,851`	`$300`	`$700`	`$1,203`	`$600`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`109`	`-`	`-`	`-`	`-`
Total Current Assets	`8,960`	`300`	`700`	`1,203`	`600`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`-`	`87,006`	`27,006`	`130,000`	`20,006`
TOTAL ASSETS	`$8,960`	`$87,306`	`$27,706`	`$131,203`	`$20,606`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`144`	`190`	`146`	`1,088`	`108`
Income Taxes Payable	`8,816`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`6`	`6`	`-`	`6`
Total Liabilities	`8,960`	`196`	`152`	`1,088`	`114`

Membership Contributions	`-`	`87,300`	`27,700`	`131,250`	`20,600`
Capital Contribution	`-`	`126`	`126`	`116`	`90`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`(47)`	`-`
Accumulated Deficit	`-`	`(316)`	`(272)`	`(1,204)`	`(198)`
Members' Equity / (Deficit)	`-`	`87,110`	`27,554`	`130,115`	`20,492`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$8,960`	`$87,306`	`$27,706`	`$131,203`	`$20,606`

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

F-7

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #55CLEMENTE	Series #LOTR	Series #CATCHER	Series #BOND1	Series #SUPER21
Assets
Current Assets
Cash and Cash Equivalents	`$600`	`$563`	`$213`	`$463`	`$300`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`-`	`-`	`-`	`-`	`-`
Due from the Manager	`-`	`-`	`-`	`-`	`-`
Total Current Assets	`600`	`563`	`213`	`463`	`300`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`36,006`	`27,600`	`11,600`	`37,100`	`7,023`
TOTAL ASSETS	`$36,606`	`$28,163`	`$11,813`	`$37,563`	`$7,323`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$-`
Due to the Manager for Insurance	`195`	`70`	`30`	`97`	`11`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`6`	`-`	`-`	`-`	`23`
Total Liabilities	`201`	`70`	`30`	`97`	`34`

Membership Contributions	`36,600`	`28,200`	`11,850`	`37,600`	`7,300`
Capital Contribution	`90`	`67`	`67`	`67`	`47`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`(37)`	`(37)`	`(37)`	`-`
Accumulated Deficit	`(285)`	`(137)`	`(97)`	`(164)`	`(58)`
Members' Equity / (Deficit)	`36,405`	`28,093`	`11,783`	`37,466`	`7,289`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$36,606`	`$28,163`	`$11,813`	`$37,563`	`$7,323`

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

F-8

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

	Series #BATMAN1	Series #BIRKINTAN	Series #GMTBLACK1	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$534`	`$700`	`$634`	`$171,332`
Pre-paid Insurance	`-`	`-`	`-`	`6,938`
Pre-paid Storage	`-`	`-`	`-`	`1,650`
Due from the Manager	`-`	`-`	`-`	`3,794`
Total Current Assets	`534`	`700`	`634`	`183,715`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`178,161`
Collectible Memorabilia - Owned	`68,577`	`25,244`	`25,030`	`3,759,520`
TOTAL ASSETS	`$69,111`	`$25,944`	`$25,664`	`$4,121,396`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$108,213`
Due to the Manager for Insurance	`149`	`42`	`146`	`10,714`
Income Taxes Payable	`-`	`-`	`-`	`21,229`
Due to the Manager or its Affiliates	`77`	`244`	`30`	`1,751,883`
Total Liabilities	`226`	`286`	`176`	`1,892,038`

Membership Contributions	`69,100`	`25,700`	`25,700`	`2,231,825`
Capital Contribution	`43`	`20`	`20`	`40,940`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`1,800`
Distribution to RSE Archive	`(66)`	`-`	`(66)`	`-`
Accumulated Deficit	`(192)`	`(62)`	`(166)`	`(45,207)`
Members' Equity / (Deficit)	`68,885`	`25,658`	`25,488`	`2,229,358`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$69,111`	`$25,944`	`$25,664`	`$4,121,396`

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

F-9

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)

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

F-10

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Assets
Current Assets
Cash and Cash Equivalents	`$1,450`	`$1,600`	`$300`	`$1,545`	`$1,095`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`-`	`2`	`-`	`-`	`1`
Total Current Assets	`1,450`	`1,602`	`300`	`1,545`	`1,096`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`125,000`	`52,500`	`16,800`	`35,000`	`70,100`
TOTAL ASSETS	`$126,450`	`$54,102`	`$17,100`	`$36,545`	`$71,196`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$13`	`$13`	`$-`
Due to the Manager for Insurance	`237`	`100`	`32`	`66`	`66`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`237`	`100`	`45`	`79`	`66`

Membership Contributions	`126,600`	`54,100`	`17,100`	`36,600`	`70,740`
Capital Contribution	`220`	`203`	`180`	`154`	`131`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`510`
Distribution to RSE Archive	`-`	`-`	`-`	`(55)`	`(55)`
Accumulated Deficit	`(607)`	`(301)`	`(225)`	`(233)`	`(196)`
Members' Equity	`126,213`	`54,002`	`17,055`	`36,466`	`71,130`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$126,450`	`$54,102`	`$17,100`	`$36,545`	`$71,196`

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

F-10

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Assets
Current Assets
Cash and Cash Equivalents	`$1,495`	`$1,695`	`$1,250`	`$1,100`	`$1,200`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`1`	`1`	`1`	`-`	`-`
Total Current Assets	`1,496`	`1,696`	`1,251`	`1,100`	`1,200`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`-`
Collectible Memorabilia - Owned	`12,100`	`10,100`	`55,500`	`29,500`	`17,900`
TOTAL ASSETS	`$13,596`	`$11,796`	`$56,751`	`$30,600`	`$19,100`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$13`	`$-`
Due to the Manager for Insurance	`12`	`10`	`104`	`56`	`34`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`12`	`10`	`104`	`69`	`34`

Membership Contributions	`13,800`	`12,000`	`56,750`	`30,750`	`19,250`
Capital Contribution	`131`	`131`	`112`	`110`	`71`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(205)`	`(205)`	`-`	`-`	`(150)`
Accumulated Deficit	`(142)`	`(140)`	`(215)`	`(329)`	`(105)`
Members' Equity	`13,584`	`11,786`	`56,647`	`30,531`	`19,066`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$13,596`	`$11,796`	`$56,751`	`$30,600`	`$19,100`

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

F-11

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$1,750`	`$5,300`	`$1,050`	`$1,600`	`$24,459`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`1`	`-`	`2`	`1`	`1,881`
Total Current Assets	`1,751`	`5,300`	`1,052`	`1,601`	`26,340`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`282,250`
Collectible Memorabilia - Owned	`11,100`	`500,028`	`44,000`	`27,500`	`1,301,928`
TOTAL ASSETS	`$12,851`	`$505,328`	`$45,052`	`$29,101`	`$1,610,518`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$130`
Due to the Manager for Insurance	`11`	`949`	`83`	`52`	`2,607`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`577,500`
Total Liabilities	`11`	`949`	`83`	`52`	`580,237`

Membership Contributions	`13,000`	`505,328`	`45,040`	`29,100`	`1,030,158`
Capital Contribution	`63`	`16`	`5`	`4`	`7,644`
Capital Contribution for loss at Offering close	`-`	`-`	`10`	`-`	`520`
Distribution to RSE Archive	`(150)`	`-`	`-`	`-`	`-`
Accumulated Deficit	`(73)`	`(965)`	`(86)`	`(55)`	`(8,041)`
Members' Equity	`12,840`	`504,379`	`44,969`	`29,049`	`1,030,281`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$12,851`	`$505,328`	`$45,052`	`$29,101`	`1,610,518`

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

F-12

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

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

F-13

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Operating Expenses
Storage	`$-`	`$3`	`$-`	`$-`	`$1`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`859`	`361`	`115`	`240`	`185`
Professional Fees	`600`	`600`	`600`	`600`	`600`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`1,459`	`964`	`715`	`840`	`786`
Operating Loss	`(1,459)`	`(964)`	`(715)`	`(840)`	`(786)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(1,459)`	`(964)`	`(715)`	`(840)`	`(786)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net income/(loss)	`$(1,459)`	`$(964)`	`$(715)`	`$(840)`	`$(786)`

Basic and Diluted (Loss) per Membership Interest	`$(1.46)`	`$(0.48)`	`$(0.36)`	`$(0.84)`	`$(0.26)`
Weighted Average Membership Interests	`1,000`	`2,000`	`2,000`	`1,000`	`3,000`

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

F-13

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Operating Expenses
Storage	`$1`	`$1`	`$1`	`$-`	`$-`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`34`	`29`	`378`	`203`	`123`
Professional Fees	`600`	`600`	`600`	`600`	`600`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`635`	`630`	`979`	`803`	`723`
Operating Loss	`(635)`	`(630)`	`(979)`	`(803)`	`(723)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(635)`	`(630)`	`(979)`	`(803)`	`(723)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net income/(loss)	`$(635)`	`$(630)`	`$(979)`	`$(803)`	`$(723)`

Basic and Diluted (Loss) per Membership Interest	`$(3.18)`	`$(3.15)`	`$(0.98)`	`$(0.40)`	`$(0.72)`
Weighted Average Membership Interests	`200`	`200`	`1,000`	`2,000`	`1,000`

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

F-14

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Series #APROAK
Operating Expenses
Storage	`$1`	`$-`	`$4`	`$1`	`$-`
Transportation	`-`	`-`	`65`	`-`	`-`
Insurance	`31`	`3,435`	`302`	`41`	`597`
Professional Fees	`600`	`600`	`600`	`121`	`594`
Marketing Expense	`-`	`-`	`47`	`47`	`-`
Total Operating Expenses	`632`	`4,035`	`1,018`	`210`	`1,191`
Operating Loss	`(632)`	`(4,035)`	`(1,018)`	`(210)`	`(1,191)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`(8,950)`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(632)`	`(4,035)`	`(1,018)`	`8,740`	`(1,191)`
Provision for Income Taxes	`-`	`-`	`-`	`3,005`	`-`
Net income/(loss)	`$(632)`	`$(4,035)`	`$(1,018)`	`$5,735`	`$(1,191)`

Basic and Diluted (Loss) per Membership Interest	`$(0.32)`	`$(0.40)`	`$(0.51)`	`$2.87`	`$(1.19)`
Weighted Average Membership Interests	`2,000`	`10,000`	`2,000`	`2,000`	`1,000`

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

F-15

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #88JORDAN	Series #BIRKINBOR	Series #33RUTH	Series #SPIDER1	Series #BATMAN3
Operating Expenses
Storage	`$1`	`$-`	`$-`	`$1`	`$-`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`175`	`418`	`634`	`69`	`258`
Professional Fees	`510`	`435`	`414`	`390`	`390`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`686`	`853`	`1,048`	`460`	`648`
Operating Loss	`(686)`	`(853)`	`(1,048)`	`(460)`	`(648)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(686)`	`(853)`	`(1,048)`	`(460)`	`(648)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net income/(loss)	`$(686)`	`$(853)`	`$(1,048)`	`$(460)`	`$(648)`

Basic and Diluted (Loss) per Membership Interest	`$(0.34)`	`$(0.43)`	`$(0.52)`	`$(0.46)`	`$(0.65)`
Weighted Average Membership Interests	`2,000`	`2,000`	`2,000`	`1,000`	`1,000`

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

F-16

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #ULYSSES	Series #ROOSEVELT	Series #56MANTLE	Series #AGHOWL	Series #98JORDAN
Operating Expenses
Storage	`$-`	`$1`	`$-`	`$-`	`$-`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`36`	`27`	`77`	`25`	`209`
Professional Fees	`371`	`371`	`368`	`368`	`165`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`407`	`399`	`445`	`393`	`374`
Operating Loss	`(407)`	`(399)`	`(445)`	`(393)`	`(374)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`(44,935)`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(407)`	`(399)`	`(445)`	`(393)`	`44,561`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`9,408`
Net income/(loss)	`$(407)`	`$(399)`	`$(445)`	`$(393)`	`$35,153`

Basic and Diluted (Loss) per Membership Interest	`$(0.81)`	`$(0.40)`	`$(0.04)`	`$(0.79)`	`$17.58`
Weighted Average Membership Interests	`500`	`1,000`	`10,000`	`500`	`2,000`

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

F-17

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #18ZION	Series #SNOOPY	Series #APOLLO11	Series #24RUTHBAT	Series #YOKO
Operating Expenses
Storage	`$-`	`$-`	`$-`	`$-`	`$-`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`43`	`74`	`78`	`2,134`	`9`
Professional Fees	`297`	`280`	`240`	`194`	`168`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`340`	`354`	`318`	`2,328`	`177`
Operating Loss	`(340)`	`(354)`	`(318)`	`(2,328)`	`(177)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(340)`	`(354)`	`(318)`	`(2,328)`	`(177)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net income/(loss)	`$(340)`	`$(354)`	`$(318)`	`$(2,328)`	`$(177)`

Basic and Diluted (Loss) per Membership Interest	`$(0.68)`	`$(0.18)`	`$(0.32)`	`$(0.78)`	`$(0.88)`
Weighted Average Membership Interests	`500`	`2,000`	`1,000`	`3,000`	`200`

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

F-18

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #86JORDAN	Series #HULK1	Series #RUTHBALL1	Series #HIMALAYA	Series #38DIMAGGIO
Operating Expenses
Storage	`$-`	`$-`	`$-`	`$-`	`$-`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`144`	`190`	`146`	`1,088`	`108`
Professional Fees	`61`	`126`	`126`	`116`	`90`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`205`	`316`	`272`	`1,204`	`198`
Operating Loss	`(205)`	`(316)`	`(272)`	`(1,204)`	`(198)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`(41,948)`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`41,743`	`(316)`	`(272)`	`(1,204)`	`(198)`
Provision for Income Taxes	`8,816`	`-`	`-`	`-`	`-`
Net income/(loss)	`$32,927`	`$(316)`	`$(272)`	`$(1,204)`	`$(198)`

Basic and Diluted (Loss) per Membership Interest	`$32.93`	`$(0.16)`	`$(0.14)`	`$(0.60)`	`$(0.20)`
Weighted Average Membership Interests	`1,000`	`2,000`	`2,000`	`2,000`	`1,000`

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

F-19

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #55CLEMENTE	Series #LOTR	Series #CATCHER	Series #BOND1	Series #SUPER21
Operating Expenses
Storage	`$-`	`$-`	`$-`	`$-`	`$-`
Transportation	`-`	`-`	`-`	`-`	`-`
Insurance	`195`	`70`	`30`	`97`	`11`
Professional Fees	`90`	`67`	`67`	`67`	`47`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`285`	`137`	`97`	`164`	`58`
Operating Loss	`(285)`	`(137)`	`(97)`	`(164)`	`(58)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(285)`	`(137)`	`(97)`	`(164)`	`(58)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net income/(loss)	`$(285)`	`$(137)`	`$(97)`	`$(164)`	`$(58)`

Basic and Diluted (Loss) per Membership Interest	`$(0.29)`	`$(0.14)`	`$(0.19)`	`$(0.16)`	`$(0.01)`
Weighted Average Membership Interests	`1,000`	`1,000`	`500`	`1,000`	`8,500`

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

F-20

RSE ARCHIVE, LLC

Consolidated Statements of Operations
Six Months Ended June 30, 2020

	Series #BATMAN1	Series #BIRKINTAN	Series #GMTBLACK1	Consolidated
Operating Expenses
Storage	`$-`	`$-`	`$-`	`$4,771`
Transportation	`-`	`-`	`-`	`402`
Insurance	`149`	`42`	`146`	`15,779`
Professional Fees	`43`	`20`	`20`	`14,412`
Marketing Expense	`-`	`-`	`-`	`2,586`
Total Operating Expenses	`192`	`62`	`166`	`37,950`
Operating Loss	`(192)`	`(62)`	`(166)`	`(37,950)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`60`
Purchase Option Expense	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`(95,833)`
Loss on Sale	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(192)`	`(62)`	`(166)`	`57,823`
Provision for Income Taxes	`-`	`-`	`-`	`21,229`
Net income/(loss)	`$(192)`	`$(62)`	`$(166)`	`$36,594`

Basic and Diluted (Loss) per Membership Interest	`$(0.19)`	`$(0.06)`	`$(0.17)`
Weighted Average Membership Interests	`1,000`	`1,000`	`1,000`

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

F-21

RSE ARCHIVE, LLC

Consolidated Statement of Operations
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)

	Consolidated
Operating Expenses
Storage	`$-`
Transportation	`-`
Insurance	`-`
Maintenance	`-`
Professional Fees	`-`
Marketing Expense	`-`
Total Operating Expenses	`-`
Operating Loss	`-`
Other Expenses
Interest Expense and Financing Fees	`-`
Purchase Option Expense	`-`
Other Income
Gain on Sale	`-`
Loss on Sale	`-`
Income / (Loss) Before Income Taxes	`-`
Provision for Income Taxes	`-`
Net income/(loss)	`$-`

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

F-22

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Balance December 31, 2019	`$126,213`	`$54,002`	`$17,055`	`$36,465`	`$71,130`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`2,849`	`1,546`	`915`	`1,243`	`1,769`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(1,459)`	`(964)`	`(715)`	`(840)`	`(786)`
Balance June 30, 2020	`$127,603`	`$54,584`	`$17,255`	`$36,868`	`$72,113`

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Balance December 31, 2019	`$13,583`	`$11,785`	`$56,646`	`$30,531`	`$19,066`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`816`	`781`	`1,590`	`1,294`	`922`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(635)`	`(630)`	`(979)`	`(803)`	`(723)`
Balance June 30, 2020	`$13,764`	`$11,936`	`$57,257`	`$31,022`	`$19,265`

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

F-23

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Series #APROAK
Balance December 31, 2019	`$12,839`	`$504,380`	`$44,968`	`$29,049`	`$-`
Distribution	`-`	`-`	`-`	`(38,595)`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`73,688`
Capital Contribution	`798`	`2,339`	`667`	`3,811`	`1,859`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`63`
Distribution to RSE Archive	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(632)`	`(4,035)`	`(1,018)`	`5,735`	`(1,191)`
Balance June 30, 2020	`$13,005`	`$502,684`	`$44,617`	`$-`	`$74,419`

	Series #88JORDAN	Series #BIRKINBOR	Series #33RUTH	Series #SPIDER1	Series #BATMAN3
Balance December 31, 2019	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`21,050`	`51,250`	`75,050`	`21,050`	`76,050`
Capital Contribution	`511`	`435`	`414`	`391`	`390`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(47)`	`(47)`	`(47)`	`(47)`	`(47)`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(686)`	`(853)`	`(1,048)`	`(460)`	`(648)`
Balance June 30, 2020	`$20,827`	`$50,785`	`$74,369`	`$20,934`	`$75,745`

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

F-24

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)

	Series #ULYSSES	Series #ROOSEVELT	Series #56MANTLE	Series #AGHOWL	Series #98JORDAN
Balance December 31, 2019	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`(157,328)`
Membership Contributions	`24,050`	`17,797`	`9,400`	`17,500`	`121,600`
Capital Contribution	`718`	`639`	`368`	`612`	`439`
Capital Contribution for loss at Offering close	`-`	`-`	`650`	`-`	`-`
Distribution to RSE Archive	`-`	`(197)`	`-`	`(197)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(407)`	`(399)`	`(445)`	`(393)`	`35,153`
Balance June 30, 2020	`$24,361`	`$17,840`	`$9,973`	`$17,522`	`$(136)`

	Series #18ZION	Series #SNOOPY	Series #APOLLO11	Series #24RUTHBAT	Series #YOKO
Balance December 31, 2019	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`14,150`	`24,745`	`31,050`	`250,538`	`14,500`
Capital Contribution	`465`	`575`	`595`	`194`	`353`
Capital Contribution for loss at Offering close	`-`	`55`	`-`	`512`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`(47)`	`(150)`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(340)`	`(354)`	`(318)`	`(2,328)`	`(177)`
Balance June 30, 2020	`$14,275`	`$25,021`	`$31,327`	`$248,869`	`$14,526`

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

F-25

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)

	Series #86JORDAN	Series #HULK1	Series #RUTHBALL1	Series #HIMALAYA	Series #38DIMAGGIO
Balance December 31, 2019	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`(71,649)`	`-`	`-`	`-`	`-`
Membership Contributions	`38,500`	`87,300`	`27,700`	`131,250`	`20,600`
Capital Contribution	`222`	`126`	`126`	`116`	`90`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`(47)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`32,927`	`(316)`	`(272)`	`(1,204)`	`(198)`
Balance June 30, 2020	`$-`	`$87,110`	`$27,554`	`$130,115`	`$20,492`

	Series #55CLEMENTE	Series #LOTR	Series #CATCHER	Series #BOND1	Series #SUPER21
Balance December 31, 2019	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`36,600`	`28,200`	`11,850`	`37,600`	`7,300`
Capital Contribution	`90`	`67`	`67`	`67`	`47`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`(37)`	`(37)`	`(37)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(285)`	`(137)`	`(97)`	`(164)`	`(58)`
Balance June 30, 2020	`$36,405`	`$28,093`	`$11,783`	`$37,466`	`$7,289`

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

F-26

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)

	Series #BATMAN1	Series #BIRKINTAN	Series #GMTBLACK1	Consolidated
Balance December 31, 2019	`$-`	`$-`	`$-`	`$1,030,281`
Distribution	`-`	`-`	`-`	`(267,572)`
Membership Contributions	`69,100`	`25,700`	`25,700`	`1,390,867`
Capital Contribution	`43`	`20`	`20`	`37,907`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`1,280`
Distribution to RSE Archive	`(66)`	`-`	`(66)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Net Income / (Loss)	`(192)`	`(62)`	`(166)`	`36,595`
Balance June 30, 2020	`$68,885`	`$25,658`	`$25,488`	`$2,229,358`

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

F-27

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)

	Consolidated
Balance January 3, 2019	`$-`
Distribution	`-`
Membership Contributions	`-`
Capital Contribution	`-`
Capital Contribution for loss at Offering close	`-`
Distribution to RSE Archive	`-`
Distribution to Series	`-`
Net Income / (Loss)	`-`
Balance June 30, 2019	`$-`

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

F-28

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(1,459)`	`$(964)`	`$(715)`	`$(840)`	`$(786)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`2,849`	`1,546`	`915`	`1,243`	`1,769`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(1,153)`	`(484)`	`(155)`	`(323)`	`(918)`
Prepaid Storage	`-`	`2`	`-`	`-`	`1`
Due to the Manager for Insurance	`(237)`	`(100)`	`(32)`	`(67)`	`(66)`
Income Tax Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`(13)`	`(13)`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`-`	`-`	`-`	`-`	`-`
Proceeds from Sale of Asset	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`-`	`-`	`-`	`-`	`-`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`-`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`-`

Net change in cash	`-`	`-`	`-`	`-`	`-`
Cash beginning of period	`1,450`	`1,600`	`300`	`1,545`	`1,095`
Cash end of period	`$1,450`	`$1,600`	`$300`	`$1,545`	`$1,095`

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

F-29

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(635)`	`$(630)`	`$(979)`	`$(803)`	`$(723)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`816`	`780`	`1,590`	`1,294`	`922`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(169)`	`(141)`	`(507)`	`(272)`	`(165)`
Prepaid Storage	`-`	`1`	`1`	`-`	`-`
Due to the Manager for Insurance	`(12)`	`(10)`	`(105)`	`(56)`	`(34)`
Income Tax Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`(13)`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`150`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`-`	`-`	`-`	`-`	`-`
Proceeds from Sale of Asset	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`-`	`-`	`-`	`-`	`-`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`-`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`-`

Net change in cash	`-`	`-`	`-`	`150`	`-`
Cash beginning of period	`1,495`	`1,695`	`1,250`	`1,100`	`1,200`
Cash end of period	`$1,495`	`$1,695`	`$1,250`	`$1,250`	`$1,200`

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

F-30

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Series #APROAK
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(632)`	`$(4,035)`	`$(1,018)`	`$5,735`	`$(1,191)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`798`	`2,339`	`667`	`261`	`1,860`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`(8,950)`	`-`
Prepaid Insurance	`(155)`	`-`	`-`	`-`	`(669)`
Prepaid Storage	`1`	`-`	`2`	`1`	`-`
Due to the Manager for Insurance	`(12)`	`1,696`	`302`	`(52)`	`-`
Income Tax Payable	`-`	`-`	`-`	`3,005`	`-`
Accounts Payable	`-`	`-`	`-`	`3,550`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`(47)`	`3,550`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`-`	`-`	`(65)`	`-`	`(72,500)`
Proceeds from Sale of Asset	`-`	`-`	`-`	`40,000`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`(38,595)`	`-`
Net cash used in investing activities	`-`	`-`	`(65)`	`1,405`	`(72,500)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`73,688`
Due to the manager and other affiliates	`-`	`-`	`65`	`-`	`-`
Due from the manager	`-`	`-`	`-`	`(3,550)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`63`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`-`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`65`	`(3,550)`	`73,750`

Net change in cash	`-`	`-`	`(47)`	`1,405`	`1,250`
Cash beginning of period	`1,750`	`5,300`	`1,050`	`1,600`	`-`
Cash end of period	`$1,750`	`$5,300`	`$1,003`	`$3,005`	`$1,250`

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

F-31

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #88JORDAN	Series #BIRKINBOR	Series #33RUTH	Series #SPIDER1	Series #BATMAN3
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(686)`	`$(853)`	`$(1,048)`	`$(460)`	`$(648)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`511`	`435`	`414`	`391`	`390`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`-`	`-`	`-`	`-`
Prepaid Storage	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`175`	`418`	`634`	`69`	`258`
Income Tax Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(20,000)`	`(50,000)`	`(74,000)`	`(20,000)`	`(75,000)`
Proceeds from Sale of Asset	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(20,000)`	`(50,000)`	`(74,000)`	`(20,000)`	`(75,000)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`21,050`	`51,250`	`75,050`	`21,050`	`76,050`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(47)`	`(47)`	`(47)`	`(47)`	`(47)`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`21,003`	`51,203`	`75,003`	`21,003`	`76,003`

Net change in cash	`1,003`	`1,203`	`1,003`	`1,003`	`1,003`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`$1,003`	`$1,203`	`$1,003`	`$1,003`	`$1,003`

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

F-32

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #ULYSSES	Series #ROOSEVELT	Series #56MANTLE	Series #AGHOWL	Series #98JORDAN
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(407)`	`$(399)`	`$(445)`	`$(393)`	`$35,153`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`718`	`639`	`368`	`612`	`374`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`(44,935)`
Prepaid Insurance	`(311)`	`(240)`	`-`	`(219)`	`-`
Prepaid Storage	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`77`	`-`	`-`
Income Tax Payable	`-`	`-`	`-`	`-`	`9,408`
Accounts Payable	`-`	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(22,100)`	`(17,200)`	`(9,000)`	`(15,600)`	`(120,065)`
Proceeds from Sale of Asset	`-`	`-`	`-`	`-`	`165,000`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`(157,328)`
Net cash used in investing activities	`(22,100)`	`(17,200)`	`(9,000)`	`(15,600)`	`(112,393)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`24,050`	`17,797`	`9,400`	`17,500`	`121,600`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`65`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`650`	`-`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`(197)`	`-`	`(197)`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`24,050`	`17,600`	`10,050`	`17,303`	`121,665`

Net change in cash	`1,950`	`400`	`1,050`	`1,703`	`9,272`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`$1,950`	`$400`	`$1,050`	`$1,703`	`$9,272`

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

F-33

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #18ZION	Series #SNOOPY	Series #APOLLO11	Series #24RUTHBAT	Series #YOKO
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(340)`	`$(354)`	`$(318)`	`$(2,328)`	`$(177)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`465`	`575`	`595`	`194`	`353`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(125)`	`(221)`	`(277)`	`-`	`(176)`
Prepaid Storage	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`2,134`	`-`
Income Tax Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(13,545)`	`(24,000)`	`(30,000)`	`(250,006)`	`(12,600)`
Proceeds from Sale of Asset	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(13,545)`	`(24,000)`	`(30,000)`	`(250,006)`	`(12,600)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`14,150`	`24,745`	`31,050`	`250,538`	`14,500`
Due to the manager and other affiliates	`45`	`-`	`-`	`6`	`-`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`55`	`-`	`512`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`(47)`	`(150)`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`14,195`	`24,800`	`31,050`	`251,009`	`14,350`

Net change in cash	`650`	`800`	`1,050`	`1,003`	`1,750`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`$650`	`$800`	`$1,050`	`$1,003`	`$1,750`

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

F-34

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #86JORDAN	Series #HULK1	Series #RUTHBALL1	Series #HIMALAYA	Series #38DIMAGGIO
Cash Flows from Operating Activities:
Net (Loss) / Income	`$32,927`	`$(316)`	`$(272)`	`$(1,204)`	`$(198)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`61`	`126`	`126`	`116`	`90`
(Gain) / Loss on sale of Asset	`(41,948)`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`-`	`-`	`-`	`-`
Prepaid Storage	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`144`	`190`	`146`	`1,088`	`108`
Income Tax Payable	`8,816`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(38,052)`	`(87,006)`	`(27,006)`	`(130,000)`	`(20,006)`
Proceeds from Sale of Asset	`80,000`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`(71,649)`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(29,701)`	`(87,006)`	`(27,006)`	`(130,000)`	`(20,006)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`38,500`	`87,300`	`27,700`	`131,250`	`20,600`
Due to the manager and other affiliates	`52`	`6`	`6`	`-`	`6`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`-`	`-`	`(47)`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`38,552`	`87,306`	`27,706`	`131,203`	`20,606`

Net change in cash	`8,851`	`300`	`700`	`1,203`	`600`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`$8,851`	`$300`	`$700`	`$1,203`	`$600`

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

F-35

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #55CLEMENTE	Series #LOTR	Series #CATCHER	Series #BOND1	Series #SUPER21
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(285)`	`$(137)`	`$(97)`	`$(164)`	`$(58)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`90`	`67`	`67`	`67`	`47`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`-`	`-`	`-`	`-`
Prepaid Storage	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`195`	`70`	`30`	`97`	`11`
Income Tax Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(36,006)`	`(27,600)`	`(11,600)`	`(37,100)`	`(7,023)`
Proceeds from Sale of Asset	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(36,006)`	`(27,600)`	`(11,600)`	`(37,100)`	`(7,023)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`36,600`	`28,200`	`11,850`	`37,600`	`7,300`
Due to the manager and other affiliates	`6`	`-`	`-`	`-`	`23`
Due from the manager	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`-`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`-`	`(37)`	`(37)`	`(37)`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`36,606`	`28,163`	`11,813`	`37,563`	`7,323`

Net change in cash	`600`	`563`	`213`	`463`	`300`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`$600`	`$563`	`$213`	`$463`	`$300`

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

F-36

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

	Series #BATMAN1	Series #BIRKINTAN	Series #GMTBLACK1	Consolidated
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(192)`	`$(62)`	`$(166)`	`$36,594`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`43`	`20`	`20`	`33,996`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`(95,833)`
Prepaid Insurance	`-`	`-`	`-`	`(6,938)`
Prepaid Storage	`-`	`-`	`-`	`231`
Due to the Manager for Insurance	`149`	`42`	`146`	`8,107`
Income Tax Payable	`-`	`-`	`-`	`21,229`
Accounts Payable	`-`	`-`	`-`	`108,083`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash (used in) / provided by operating activities	`-`	`-`	`-`	`105,469`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`104,089`
Repayment of investments in memorabilia upon Offering close	`-`	`-`	`-`	`-`
Investment in memorabilia	`(68,577)`	`(25,244)`	`(25,030)`	`(2,643,209)`
Proceeds from Sale of Asset	`-`	`-`	`-`	`285,000`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`(267,572)`
Net cash used in investing activities	`(68,577)`	`(25,244)`	`(25,030)`	`(2,521,692)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`69,100`	`25,700`	`25,700`	`1,390,867`
Due to the manager and other affiliates	`77`	`244`	`30`	`1,174,499`
Due from the manager	`-`	`-`	`-`	`(3,550)`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Archive	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`1,280`
Contribution by Manager for future operating expenses	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(66)`	`-`	`(66)`	`-`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Net cash used in financing activities	`69,111`	`25,944`	`25,664`	`2,563,096`

Net change in cash	`534`	`700`	`634`	`146,873`
Cash beginning of period	`-`	`-`	`-`	`24,459`
Cash end of period	`$534`	`$700`	`$634`	`$171,332`

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

F-37

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)

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

F-38

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Period from inception (January 3, 2019) to June 30, 2019 (unaudited)

	Consolidated
Cash Flows from Operating Activities:
Net (Loss) / Income	`$-`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`-`
(Gain) / Loss on sale of Asset	`-`
Prepaid Insurance	`-`
Prepaid Storage	`-`
Due to the Manager for Insurance	`-`
Income Tax Payable	`-`
Accounts Payable	`-`
Accrual of Interest	`-`
Net cash (used in) / provided by operating activities	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`
Repayment of investments in memorabilia upon Offering close	`-`
Investment in memorabilia	`(130,000)`
Proceeds from Sale of Asset	`-`
Distribution of Gain on sale of assets to Shareholders	`-`
Net cash used in investing activities	`(130,000)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`
Due to the manager and other affiliates	`150,000`
Distribution to Series	`-`
Contribution from Series to RSE Archive	`-`
Contribution related to Offering Closings and Asset Sales	`-`
Contribution by Manager for future operating expenses	`-`
Distribution to RSE Archive	`-`
Proceeds from Loans	`-`
Repayment of Loans	`-`
Net cash used in financing activities	`150,000`

Net change in cash	`20,000`
Cash beginning of period	`-`
Cash end of period	`$20,000`

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

F-38

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

RSE Archive, LLC (the “Company,” “RSE Archive,” “we,” “us,” or “our”) is a Delaware series limited liability company formed on January 3, 2019. RSE Archive Manager, LLC, a single member Delaware limited liability company formed on March 27, 2019 and owned by RSE Markets, Inc., is the manager of the Company (the “Manager”). RSE Markets, Inc. serves as the asset manager for the collection of collectible memorabilia owned by the Company and each series (the “Asset Manager”). The Company’s core business is the identification, acquisition, marketing and management of a collection of collectible memorabilia, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series”). The Series assets referenced below may be referred to herein, collectively, as the “Underlying Assets”, and each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. The interests of all Series may collectively be referred to herein as the “Interests” and a purchaser of Interests in any Series (an “Investor” or “Interest Holder”) will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

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

The Company intends to sell Interests in a number of separate individual Series of the Company collectively referred to herein as the “Offerings.” Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing (the “Closing”) of an Offering related to that particular Series are a single Underlying Asset (plus any cash reserves for future operating expenses (the “Operating Expenses,” as described in Note B(5)), as well as certain liabilities related to expenses pre-paid by the Asset Manager.

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

OPERATING AGREEMENT

General:

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

Operating Expenses:

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

Fees:

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

F-39

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

Custody Fee: In respect to current Offerings, the custodian of Interests (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an Offering (the “Custody Fee”).

Free Cash Flow Distributions:

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

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

Other:

The Manager is responsible for covering its own expenses.

LIQUIDITY AND CAPITAL RESOURCES

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

On a total consolidated basis, the Company generated a net loss of $8,041 for the year ended December 31, 2019. On a total consolidated basis, the Company had generated net income of $36,594 for the six months ended June 30, 2020. On a total consolidated basis, the Company has negative working capital of $1,708,323 and $553,897 as of June 30, 2020 and December 31, 2019, respectively, and an accumulated deficit of $45,207 and $8,041 as of June 30, 2020 and December 31, 2019. Additionally, each listed Series for which an Underlying Asset was owned as of June 30, 2020 and as of December 31, 2019 has incurred net losses since their respective dates of acquisition and have an accumulated deficit as of June 30, 2020 and as of December 31, 2019.

All of the liabilities on the balance sheet as of June 30, 2020 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future Offerings for the various Series of Interests. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due, including the obligations of each listed Series. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.

Through June 30, 2020 and December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans include anticipating that it will commence commercializing the collection in 2021. Each Series will continue to incur Operating Expenses (as described in Note B(5)) including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. The New York City showroom has been closed since March 2020 due to the COVID-19 pandemic but is expected to reopen in the fourth quarter 2020. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of June 30, 2020.

At June 30, 2020 vs. December 31, 2019, the Company and the Series for which Closings had occurred, had the following cash balances:

F-40

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

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

Cash Balance
Applicable Series	Asset	6/30/2020	12/31/2019
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	`$1,450`	`$1,450`
Series #71MAYS	1971 Willie Mays Jersey	`1,600`	`1,600`
Series #RLEXPEPSI	Rolex GMT Master II	`300`	`300`
Series #10COBB	1910 Ty Cobb Card	`1,545`	`1,545`
Series #POTTER	1997 First Edition Harry Potter	`1,095`	`1,095`
Series #TWOCITIES	First Edition A Tale of Two Cities	`1,495`	`1,495`
Series #FROST	First Edition A Boy's Will	`1,695`	`1,695`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	`1,250`	`1,250`
Series #SMURF	Rolex Submariner "Smurf"	`1,250`	`1,100`
Series #70RLEX	1970 Rolex Beta 21	`1,200`	`1,200`
Series #EINSTEIN	First Edition of Philosopher-Scientist	`1,750`	`1,750`
Series #HONUS	1909-11 Honus Wagner Card	`5,300`	`5,300`
Series #75ALI	1975 Muhammad Ali Boots	`1,003`	`1,050`
Series #71ALI	1971 “Fight of the Century” Contract	`3,005`	`1,600`
Series #APROAK	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	`1,250`	`-`
Series #88JORDAN	1988 Michael Jordan Nike Air Jordan III Sneakers	`1,003`	`-`
Series #BIRKINBOR	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	`1,203`	`-`
Series #33RUTH	1933 Goudey #144 Babe Ruth Card	`1,003`	`-`
Series #SPIDER1	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	`1,003`	`-`
Series #BATMAN3	1940 D.C. Comics Batman #3 CGC NM 9.4	`1,003`	`-`
Series #ULYSSES	1935 First Edition Ulysses	`1,950`	`-`
Series #ROOSEVELT	First Edition African Game Trails	`400`	`-`
Series #56MANTLE	1956 Topps #135 Mickey Mantle Card	`1,050`	`-`
Series #AGHOWL	First Edition Howl and Other Poems	`1,703`	`-`
Series #98JORDAN	1998 Michael Jordan Jersey	`9,272`	`-`
Series #18ZION	2018 Zion Williamson Adidas James Harden Sneakers	`650`	`-`
Series #SNOOPY	2015 Omega Speedmaster Moonwatch	`800`	`-`
Series #APOLLO11	Apollo 11 Crew-Signed New York Times Cover	`1,050`	`-`
Series #24RUTHBAT	1924 George "Babe" Ruth Professional Model Bat	`1,003`	`-`
Series #YOKO	First Edition Grapefruit	`1,750`	`-`
Series #86JORDAN	1986 Fleer #57 Michael Jordan Card	`8,851`	`-`
Series #HULK1	1962 The Incredible Hulk #1 CGC VF 8.0	`300`	`-`
Series #RUTHBALL1	1934-39 Official American League Babe Ruth Single Signed Baseball	`700`	`-`
Series #HIMALAYA	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile	`1,203`	`-`
Series #38DIMAGGIO	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	`600`	`-`
Series #55CLEMENTE	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	`600`	`-`
Series #LOTR	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	`563`	`-`
Series #CATCHER	1951 First Edition, First Issue The Catcher in the Rye	`213`	`-`
Series #BOND1	1953 First Edition, First Issue Casino Royale	`463`	`-`
Series #SUPER21	1943 Superman #21 CGC VF/NM 9.0 comic book	`300`	`-`
Series #BATMAN1	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	`534`	`-`
Series #BIRKINTAN	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	`700`	`-`
Series #GMTBLACK1	Series Rolex GMT-Master ref. 16758	`634`	`-`
Total Series Cash Balance		`$65,692`	`$22,430`
RSE Archive		`105,640`	`2,029`
Total Cash Balance		`$171,332`	`$24,459`

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

F-41

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

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

The cash on the books of RSE Archive is reserved to funding future pre-Closing Operating Expenses (as described in Note B(5)) or acquisition expenses (the “Acquisition Expenses,” (as described in Note B(6)), as the case may be. The cash on the books of each Series is reserved for funding of post-Closing Operating Expenses; during the six-month period ended June 30, 2020, the Manager paid for certain but not all Operating Expenses related to any of the Series that have had closed Offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $33,996 during the six-month period ended June 30, 2020. The Company had no Operating Expenses during the period ended June 30, 2019.

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings may be used to create reserves for future Operating Expenses (as described in Note B(5)) for individual Series, as has been the case for the majority of the Series for which Closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future Operating Expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.

INITIAL OFFERINGS

The Company has completed several initial Offerings since its inception in 2019 and plans to continue to increase the number of initial Offerings going forward. The table below outlines all Offerings for which a Closing has occurred as of June 30, 2020. All Series, for which a Closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities. The Company had no Closings during the period from inception (January 3, 2019) to June 30, 2019.

F-42

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

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

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date
Series #52MANTLE Interests	Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	$132,000	10/18/2019	10/25/2019
Series #71MAYS Interests	Series #71MAYS	1971 Willie Mays Jersey	$57,000	10/25/2019	10/31/2019
Series #RLEXPEPSI Interests	Series #RLEXPEPSI	Rolex GMT Master II 126710BLRO	$17,800	11/1/2019	11/6/2019
Series #10COBB Interests	Series #10COBB	1910 E98 Ty Cobb Card	$39,000	11/8/2019	11/14/2019
Series #POTTER Interests	Series #POTTER	1997 First Edition Harry Potter	$72,000	11/15/2019	11/21/2019
Series #TWOCITIES Interests	Series #TWOCITIES	First Edition A Tale of Two Cities	$14,500	11/15/2019	11/21/2019
Series #FROST Interests	Series #FROST	First Edition A Boy's Will	$13,500	11/15/2019	11/21/2019
Series #BIRKINBLEU Interests	Series #BIRKINBLEU	Bleu Saphir Lizard Hermès Birkin	$58,000	11/22/2019	11/27/2019
Series #SMURF Interests	Series #SMURF	Rolex Submariner Date "Smurf" Ref. 116619LB	$34,500	11/22/2019	11/27/2019
Series #70RLEX Interests	Series #70RLEX	1970 Rolex Ref. 5100 Beta 21	$20,000	11/27/2019	12/6/2019
Series #EINSTEIN Interests	Series #EINSTEIN	First Edition of Philosopher-Scientist	$14,500	12/6/2019	12/13/2019
Series #HONUS Interests	Series #HONUS	1909-1911 T206 Honus Wagner Card	$520,000	12/13/2019	12/26/2019
Series #75ALI Interests	Series #75ALI	1975 Muhammad Ali Boots worn in fight against Chuck Wepner	$46,000	12/20/2019	12/29/2019
Series #71ALI Interests	Series #71ALI	1971 “Fight of the Century” Contract	$31,000	12/20/2019	12/30/2019
Series #APROAK Interests	Series #APROAK	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	$75,000	12/6/2019	1/2/2020
Series #88JORDAN Interests	Series #88JORDAN	1988 Michael Jordan Nike Air Jordan III Sneakers	$22,000	1/19/2020	1/27/2020
Series #BIRKINBOR Interests	Series #BIRKINBOR	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	$52,500	2/13/2020	2/20/2020
Series #33RUTH Interests	Series #33RUTH	1933 Goudey #144 Babe Ruth Card	$77,000	2/20/2020	2/26/2020
Series #SPIDER1 Interests	Series #SPIDER1	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	$22,000	2/28/2020	3/4/2020
Series #BATMAN3 Interests	Series #BATMAN3	1940 D.C. Comics Batman #3 CGC NM 9.4	$78,000	2/28/2020	3/4/2020
Series #ROOSEVELT Interests	Series #ROOSEVELT	First Edition African Game Trails	$19,500	3/6/2020	3/10/2020
Series #ULYSSES Interests	Series #ULYSSES	1935 First Edition Ulysses	$25,500	3/6/2020	3/10/2020
Series #56MANTLE Interests	Series #56MANTLE	1956 Topps #135 Mickey Mantle Card	$10,000	1/3/2020	3/11/2020
Series #AGHOWL Interests	Series #AGHOWL	First Edition Howl and Other Poems	$19,000	3/6/2020	3/11/2020
Series #98JORDAN Interests	Series #98JORDAN	1998 Michael Jordan Jersey	$128,000	3/9/2020	3/22/2020
Series #18ZION Interests	Series #18ZION	2018 Zion Williamson Adidas James Harden Sneakers	$15,000	3/27/2020	4/2/2020
Series #SNOOPY Interests	Series #SNOOPY	2015 Omega Speedmaster Moonwatch	$25,500	4/2/2020	4/7/2020
Series #APOLLO11 Interests	Series #APOLLO11	Apollo 11 Crew-Signed New York Times Cover	$32,000	4/8/2020	4/19/2020
Series #24RUTHBAT Interests	Series #24RUTHBAT	1924 George "Babe" Ruth Professional Model Bat	$255,000	4/10/2020	5/3/2020
Series #YOKO Interests	Series #YOKO	First Edition Grapefruit	$16,000	4/29/2020	5/11/2020
Series #86JORDAN Interests	Series #86JORDAN	1986 Fleer #57 Michael Jordan Card	$40,000	5/6/2020	5/13/2020
Series #RUTHBALL1 Interests	Series #RUTHBALL1	1934-39 Official American League Babe Ruth Single Signed Baseball	$29,000	5/8/2020	5/24/2020
Series #HULK1 Interests	Series #HULK1	1962 The Incredible Hulk #1 CGC VF 8.0	$89,000	5/12/2020	5/24/2020

F-43

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

Series #HIMALAYA Interests	Series #HIMALAYA	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware	$140,000	5/19/2020	5/27/2020
Series #55CLEMENTE Interests	Series #55CLEMENTE	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	$38,000	5/28/2020	6/4/2020
Series #38DIMAGGIO Interests	Series #38DIMAGGIO	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	$22,000	5/28/2020	6/4/2020
Series #BOND1 Interests	Series #BOND1	1953 First Edition, First Issue Casino Royale	$39,000	6/4/2020	6/12/2020
Series #LOTR Interests	Series #LOTR	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	$29,000	6/4/2020	6/12/2020
Series #CATCHER Interests	Series #CATCHER	1951 First Edition, First Issue The Catcher in the Rye	$12,500	6/4/2020	6/12/2020
Series #SUPER21 Interests	Series #SUPER21	1943 Superman #21 CGC VF/NM 9.0 comic book	$8,500	5/7/2020	6/17/2020
Series #BATMAN1 Interests	Series #BATMAN1	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	$71,000	6/11/2020	6/18/2020
Series #GMTBLACK1 Interests	Series #GMTBLACK1	Rolex 18k Yellow Gold GMT-Master ref. 16758	$28,000	6/17/2020	6/25/2020
Series #BIRKINTAN Interests	Series #BIRKINTAN	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	$28,000	6/17/2020	6/25/2020
Total at 6/30/2020	43 Series		$2,515,800

F-44

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

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

ASSET DISPOSITIONS

The Company received take-over offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board has evaluated the offers and has determined that it is in the interest of the Investors to sell the Underlying Asset. In certain instances, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no Offering has yet occurred. In these instances, the anticipated Offering related to such Underlying Asset will be cancelled.

Series	Underlying Asset	Date of Sale Agreement	Total Sale Price	Total Initial Offering Price / Per Interest	Total Distribution to Interest Holders / Per Interests	Commentary
#71ALI	1971 “Fight of the Century” Contract	02/07/2020	$40,000	$31,000 / $15.50	$38,595/ $19.29	$40,000 acquisition offer for 1971 “Fight of the Century” Contract accepted on 02/07/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.
#98JORDAN	1998 Michael Jordan Jersey	05/11/2020	$165,000	$128,000/ $64.00	$157,328 / $78.65	$165,000 acquisition offer for 1998 Michael Jordan Jersey accepted on 05/11/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.
“#86JORDAN	1986 Fleer #57 Michael Jordan Card	06/01/2020	$80,000	$40,000/ $40.00	$71,649 / $71.64	$80,000 acquisition offer for 1986 Fleer #57 Michael Jordan Card accepted on 06/01/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.

Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.

Sale of the 1971 “Fight of the Century” Contract:

The Company received an acquisition offer for the Underlying Asset of Series #71ALI, the 1971 “Fight of the Century” Contract for $40,000 vs. the initial purchase price of $27,500 for a gain on sale of $8,950 net of $0 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on February 7, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #71ALI had $1,600 of cash and $0 of pre-paid insurance on the balance sheet.

The transaction resulted in estimated corporate level taxes on the gain on sale of $3,005, net of $55 of net-loss-carryforward, for the which the Series has retained funds on its balance sheet. In addition, the Series will remit $3,550 of sales taxes to the state of New York.

F-45

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

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

Total distribution to Interest Holders including cash, but net of corporate level taxes were $38,595 or $19.29 per Interest vs. the initial Offering price of $31,000 or $15.50 per Interest.

Series #71ALI will be dissolved upon payment of all current corporate tax liabilities of $3,005 and remittance of sales tax of $3,550.

Sale of the 1998 Michael Jordan Jersey:

The Company received an acquisition offer for the Underlying Asset of Series #98JORDAN, the 1998 Michael Jordan Jersey for $165,000 vs. the initial purchase price of $120,000 for a gain on sale of $44,935, net of $65 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on May 11, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #98JORDAN had $1,600 of cash and $0 of pre-paid insurance on the balance sheet.

The transaction resulted in estimated corporate level taxes on the gain on sale of $9,408, net of $0 of net-loss-carryforward, for which the Series has retained funds on its balance sheet.

Total distribution to Interest Holders including cash, but net of corporate level taxes were $157,328 or $78.65 per Interest vs the initial Offering price of $128,000 or $64.00 per Interest.

Series #98JORDAN will be dissolved upon payment of all current tax liabilities of $9,408.

Sale of the 1986 Fleer #57 Michael Jordan Card:

The Company received an acquisition offer for the Underlying Asset of Series #86JORDAN, 1986 Fleer #57 Michael Jordan Card for $80,000 vs. the initial purchase price of $38,000 for a gain on sale of $41,948, net of $52 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on June 1, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #86JORDAN had $500 of cash and $144 of insurance payable on the balance sheet.

The transaction resulted in estimated corporate level taxes on the gain on sale of 8,816, net of 0 of net-loss-carryforward, for which the Series has retained funds on its balance sheet.

Total distribution to Interest Holders including cash, but net of corporate level taxes were $71,649 or $71.64 per Interest vs the initial Offering price of $40,000 or $40.00 per Interest.

Series #86JORDAN will be dissolved upon payment of all currently tax liabilities of $8,816.

F-46

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Basis of Presentation

The accompanying interim financial statements have been prepared in accordance with the instructions to Form 1-SA and in conformity with generally accepted accounting principles in the United States of America (“US GAAP” or “GAAP”) applicable to interim financial information. Accordingly, the information presented in the interim financial statements does not include all information and disclosures necessary for a fair presentation of RSE Archive, LLC’s financial position, results of operations and cash flows in conformity with GAAP for annual financial statements. In the opinion of management, these financial statements reflect all adjustments consisting of normal recurring accruals, necessary for a fair statement of financial position, results of operations and cash flows for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in RSE Archive, LLC’s Form 1-K and 1-K/A for the fiscal year ended December 31, 2019.

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

2.Use of Estimates:

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

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

3.Cash and Cash Equivalents:

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

4.Offering Expenses:

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

F-47

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In addition to the discrete Offering Expenses related to a particular Series’ Offering, the Manager has also incurred legal, accounting, user compliance expenses and other Offering related expenses during the six-month period ended June 30, 2020 and 2019 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of Offerings. The Manager treats these expenses as Operating Expenses (as described in Note B(5)) related to the Manager’s business and will not be reimbursed for these through any activities or Offerings related to the Company or any of the Series.

5.Operating Expenses:

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

Except as disclosed with respect to any future Offering, expenses of this nature that are incurred prior to the Closing of an Offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and totaled $33,996 for the six-month period ended June 30, 2020. The Company incurred no Operating Expenses during the period from inception (January 3, 2019) to June 30, 2019.

During the six-month period ended June 30, 2020, RSE Archive incurred pre-Closing Operating Expenses and the following Series had closed Offerings and incurred post-Closing Operating Expenses per the table as follows:

F-48

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Operating Expenses
Applicable Series	Asset	6/30/2020
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	`$1,459`
Series #71MAYS	1971 Willie Mays Jersey	`964`
Series #RLEXPEPSI	Rolex GMT Master II	`715`
Series #10COBB	1910 Ty Cobb Card	`840`
Series #POTTER	1997 First Edition Harry Potter	`786`
Series #TWOCITIES	First Edition A Tale of Two Cities	`635`
Series #FROST	First Edition A Boy's Will	`630`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	`979`
Series #SMURF	Rolex Submariner "Smurf"	`803`
Series #70RLEX	1970 Rolex Beta 21	`723`
Series #EINSTEIN	First Edition of Philosopher-Scientist	`632`
Series #HONUS	1909-11 Honus Wagner Card	`4,035`
Series #75ALI	1975 Muhammad Ali Boots	`1,018`
Series #71ALI	1971 “Fight of the Century” Contract	`210`
Series #APROAK	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	`1,191`
Series #88JORDAN	1988 Michael Jordan Nike Air Jordan III Sneakers	`686`
Series #BIRKINBOR	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	`853`
Series #33RUTH	1933 Goudey #144 Babe Ruth Card	`1,048`
Series #SPIDER1	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	`460`
Series #BATMAN3	1940 D.C. Comics Batman #3 CGC NM 9.4	`648`
Series #ULYSSES	1935 First Edition Ulysses	`407`
Series #ROOSEVELT	First Edition African Game Trails	`399`
Series #56MANTLE	1956 Topps #135 Mickey Mantle Card	`445`
Series #AGHOWL	First Edition Howl and Other Poems	`393`
Series #98JORDAN	1998 Michael Jordan Jersey	`374`
Series #18ZION	2018 Zion Williamson Adidas James Harden Sneakers	`340`
Series #SNOOPY	2015 Omega Speedmaster Moonwatch	`354`
Series #APOLLO11	Apollo 11 Crew-Signed New York Times Cover	`318`
Series #24RUTHBAT	1924 George "Babe" Ruth Professional Model Bat	`2,328`
Series #YOKO	First Edition Grapefruit	`177`
Series #86JORDAN	1986 Fleer #57 Michael Jordan Card	`205`
Series #HULK1	1962 The Incredible Hulk #1 CGC VF 8.0	`316`
Series #RUTHBALL1	1934-39 Official American League Babe Ruth Single Signed Baseball	`272`
Series #HIMALAYA	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware	`1,204`
Series #38DIMAGGIO	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	`198`
Series #55CLEMENTE	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	`285`
Series #LOTR	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	`137`
Series #CATCHER	1951 First Edition, First Issue The Catcher in the Rye	`97`
Series #BOND1	1953 First Edition, First Issue Casino Royale	`164`
Series #SUPER21	1943 Superman #21 CGC VF/NM 9.0 comic book	`58`
Series #BATMAN1	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	`192`
Series #BIRKINTAN	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	`62`
Series #GMTBLACK1	Series Rolex GMT-Master ref. 16758	`166`
RSE Archive		`9,744`
Total Operating Expenses		`$37,950`

F-49

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Solely in the case of the Series with closed Offerings listed in the table above, the Manager has elected that certain, but not all of the post-Closing Operating Expenses of $28,205 for the six-month period ended June 30, 2020 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series.

6.Capital Assets:

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

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

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

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties has invested $3,937,681 in Underlying Assets since inception on January 3,2019. For the six-month period ended June 30, 2020, the total investment in Underlying Assets was $2,353,503.

F-50

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Of the $2,353,503 of investments during the six-month period ended June 30, 2020, $2,351,261 were related to the purchase price of, or down payments on Underlying Assets, excluding $185,500 related to the Underlying Assets sold. This brings the total spent on purchase price and down-payments at June 30, 2020 to $3,929,739, since the inception of the Company on January 3, 2019.

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

For the six-month period ended June 30, 2020, $2,242 of Acquisition Expenses related to the transportation, inspection, repair of Underlying Assets and other acquisition related expenses were incurred, excluding $117 related to Underlying Assets sold. he total investment in Underlying Assets as of June 30, 2020 is as follows, excluding the total investments of any Series for which the Underlying Assets have been sold:

F-51

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of 6/30/2020
Capitalized Costs
Applicable Series		Asset	Purchase Price / Down payment	Transpor-tation	Authen-tication	Other	Total
#52MANTLE	(1)	1952 Topps #311 Mickey Mantle Card	$ 125,000	$ -	$ -	$ -	$ 125,000
#71MAYS	(1)	1971 Willie Mays Jersey	52,500	-	-	-	52,500
#RLEXPEPSI	(1)	Rolex GMT Master II	16,800	-	-	-	16,800
#10COBB	(1)	1910 Ty Cobb Card	35,000	-	-	-	35,000
#POTTER	(1)	1997 First Edition Harry Potter	65,000	-	100	5,000	70,100
#TWOCITIES	(1)	First Edition A Tale of Two Cities	12,000	-	100	-	12,100
#FROST	(1)	First Edition A Boy's Will	10,000	-	100	-	10,100
#BIRKINBLU	(1)	Bleu Saphir Lizard Hermès Birkin	55,500	-	-	-	55,500
#SMURF	(1)	Rolex Submariner "Smurf"	29,500	-	-	-	29,500
#70RLEX	(1)	1970 Rolex Beta 21	17,900	-	-	-	17,900
#EINSTEIN	(1)	First Edition of Philosopher-Scientist	11,000	-	100	-	11,100
#HONUS	(1)	1909-11 Honus Wagner Card	500,028	-	-	-	500,028
#75ALI	(1)	1975 Muhammad Ali Boots	44,000	65	-	-	44,065
#APROAK	(1)	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	72,500	-	-	-	72,500
#88JORDAN	(1)	1988 Michael Jordan Nike Air Jordan III Sneakers	20,000	-	-	-	20,000
#BIRKINBOR	(1)	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	50,000	-	-	-	50,000
#33RUTH	(1)	1933 Goudey #144 Babe Ruth Card	74,000	-	-	-	74,000
#SPIDER1	(1)	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	20,000	-	-	-	20,000
#BATMAN3	(1)	1940 D.C. Comics Batman #3 CGC NM 9.4	75,000	-	-	-	75,000
#ULYSSES	(1)	1935 First Edition Ulysses	22,000	-	100	-	22,100
#ROOSEVELT	(1)	First Edition African Game Trails	17,000	-	200	-	17,200
#56MANTLE	(1)	1956 Topps #135 Mickey Mantle Card	9,000	-	-	-	9,000
#AGHOWL	(1)	First Edition Howl and Other Poems	15,500	-	100	-	15,600
#18ZION	(1)	2018 Zion Williamson Adidas James Harden Sneakers	13,500	45	-	-	13,545
#SNOOPY	(1)	2015 Omega Speedmaster Moonwatch	24,000	-	-	-	24,000
#APOLLO11	(1)	Apollo 11 Crew-Signed New York Times Cover	30,000	-	-	-	30,000
#24RUTHBAT	(1)	1924 George "Babe" Ruth Professional Model Bat	250,000	6	-	-	250,006
#YOKO	(1)	First Edition Grapefruit	12,500	-	100	-	12,600
#HULK1	(1)	1962 The Incredible Hulk #1 CGC VF 8.0	87,000	6	-	-	87,006
#RUTHBALL1	(1)	1934-39 Official American League Babe Ruth Single Signed Baseball	27,000	6	-	-	27,006
#HIMALAYA	(1)	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware	130,000	-	-	-	130,000
#38DIMAGGIO	(1)	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	20,000	6	-	-	20,006
#55CLEMENTE	(1)	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	36,000	6	-	-	36,006
#LOTR	(1)	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	27,500	-	100	-	27,600
#CATCHER	(1)	1951 First Edition, First Issue The Catcher in the Rye	11,500	-	100	-	11,600

F-52

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

#BOND1	(1)	1953 First Edition, First Issue Casino Royale	37,000	-	100	-	37,100
#SUPER21	(1)	1943 Superman #21 CGC VF/NM 9.0 comic book	7,000	23	-	-	7,023
#BATMAN1	(1)	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	68,500	77	-	-	68,577
#BIRKINTAN	(1)	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	25,000	244	-	-	25,244
#GMTBLACK1	(1)	Series Rolex GMT-Master ref. 16758	25,000	30	-	-	25,030
#61JFK	(2)	1961 inscribed copy of Inaugural Addresses of the Presidents of the United States	16,250	-	100	-	16,350
#POKEMON1	(2)	1999 Pokemon First Edition PSA GEM MT 10 Complete Set	118,000	-	-	-	118,000
#50JACKIE	(2)	1950 Bowman #22 Jackie Robinson Card	9,200	-	-	-	9,200
#LINCOLN	(2)	1864 Signed, Vignetted Portrait of Abraham Lincoln	64,000	-	-	-	64,000
#STARWARS1	(2)	1977 Star Wars #1 CGC VF/NM 9.0 comic book	10,000	-	-	-	10,000
#TMNT1	(2)	1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book	59,000	-	-	-	59,000
#68MAYS	(2)	1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat	-	83	-	-	83
#CAPTAIN3	(2)	1941 Captain America Comics #3 CGC VG/FN 5.0 comic book	35,500	23	-	-	35,523
#APEOD	(2)	Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01	28,000	-	-	-	28,000
#AMZFNT15	(2)	1962 Amazing Fantasy #15 CGC VG+ 4.5	30,500	6	-	-	30,506
#CHURCHILL	(2)	First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill	6,500	-	100	-	6,600
#SHKSPR4	(2)	1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies	105,000	-	100	-	105,100
#FANFOUR1	(2)	1961 Fantastic Four #1 CGC VF+ 8.5 comic book	100,000	63	-	-	100,063
#ANMLFARM	(2)	First Edition, First printing of Animal Farm by George Orwell	8,700	-	100	-	8,800
#SOBLACK	(2)	2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware	50,000	253	-	-	50,253
#85MARIO	(2)	1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+	140,000	-	-	-	140,000
#TKAM	(2)	1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee	28,500	-	100	-	28,600
#NEWTON	(2)	1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton	40,000	-	-	-	40,000
#GATSBY	(2)	inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald	185,000	-	100	-	185,100
#05LATOUR	(2)	One case of twelve (12) 75cl bottles of 2005 Château Latour	4,465	-	-	-	4,465
#16SCREAG	(2)	Four cases of three (3) 75cl bottles of 2016 Screaming Eagle	19,166	-	-	-	19,166
#16PETRUS	(2)	Two cases of six (6) 75cl bottles of 2016 Château Petrus	22,942	-	-	-	22,942
#14DRC	(2)	One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti	27,588	-	-	-	27,588
#DAREDEV1	(2)	1964 Daredevil #1 CGC VF/NM 9.0 comic book	9,500	-	-	-	9,500
#BATMAN6	(2)	1941 Batman #6 CGC NM 9.4 comic book	23,500	-	-	-	23,500
#FAUBOURG	(2)	2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware	115,000	-	-	-	115,000

F-53

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

#ALICE	(2)	1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll	9,200	-	100	-	9,300
#SUPER14	(2)	1942 Superman #14 CGC NM 9.4 comic book	120,000	-	-	-	120,000
#AVENGERS1	(2)	1963 Avengers #1 CGC NM + 9.6 comic book	250,000	-	-	-	250,000
#DUNE	(2)	1965 Inscribed First Edition Copy of Frank Herbert’s Dune	10,500	-	100	-	10,600
#03KOBE	(2)	2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card	11,000	-	-	-	11,000
#62MANTLE	(2)	1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series	33,000	-	-	-	33,000
#86RICE	(2)	1986 Topps #161 Jerry Rice Rookie Card	20,000	-	-	-	20,000
#94JETER	(2)	1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey	39,000	-	-	-	39,000
Total			$ 3,929,739	$ 942	$ 2,000	$ 5,000	$ 3,937,681

Annual Capitalized Cost Breakdown
Acquisition Expense 2019			$ 1,578,478	$ -	$ 700	$ 5,000	$ 1,584,178
Acquisition Expense 1H 2020			$ 2,351,261	$ 942	$ 1,300	$ -	$ 2,353,503
Grant Total			$ 3,929,739	$ 942	$ 2,000	$ 5,000	$ 3,937,681

Note: Excludes $185,617 of capitalized acquisitions costs related to Underlying Assets sold.

(1)Offering for Series Interests closed at June 30, 2020 and Underlying Asset owned by applicable Series.

(2)At June 30, 2020 owned by RSE Archive, LLC and not by any Series. To be owned by the applicable Series as of the Closing of the applicable Offering

F-54

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

7.Members’ Equity:

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

Capital contributions from the Manager are made to cover Operating Expenses for which the Manager has elected not to be reimbursed.

In the case of a Closing for which a deficiency of offering proceeds over the required cash outlays exists, , the Manager will make an additional capital contribution to the Series to cover any such deficiencies, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future Operating Expenses.

Members’ equity in Membership Contributions issued in a successful Closing of an Offering for a particular Series are calculated by taking the amount of membership Interests sold in an Offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular Offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the Offering are paid from the proceeds of any successfully closed Offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an Offering does not close. At June 30, 2020, the following Offerings for Series Interests had closed:

F-55

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Membership Contribution and Uses at Closing
Applicable Series	Asset	Closing Date	Membership Interests	Brokerage Fee	Sourcing Fee	Custody Fee	Total
#52MANTLE	1952 Topps #311 Mickey Mantle Card	10/25/2019	`$132,000`	`$1,320`	`$3,090`	`$990`	`$126,600`
#71MAYS	1971 Willie Mays Jersey	10/31/2019	`57,000`	`570`	`1,830`	`500`	`54,100`
#RLEXPEPSI	Rolex GMT Master II	11/6/2019	`17,800`	`178`	`22`	`500`	`17,100`
#10COBB	1910 Ty Cobb Card	11/14/2019	`39,000`	`390`	`1,510`	`500`	`36,600`
#POTTER	1997 First Edition Harry Potter	11/21/2019	`72,000`	`720`	`-`	`540`	`70,740`
#TWOCITIES	First Edition A Tale of Two Cities	11/21/2019	`14,500`	`145`	`55`	`500`	`13,800`
#FROST	First Edition A Boy's Will	11/21/2019	`13,500`	`135`	`865`	`500`	`12,000`
#BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	11/27/2019	`58,000`	`580`	`170`	`500`	`56,750`
#SMURF	Rolex Submariner "Smurf"	11/27/2019	`34,500`	`345`	`2,905`	`500`	`30,750`
#70RLEX	1970 Rolex Beta 21	12/9/2019	`20,000`	`200`	`50`	`500`	`19,250`
#EINSTEIN	First Edition of Philosopher-Scientist	12/12/2019	`14,500`	`145`	`855`	`500`	`13,000`
#HONUS	1909-11 Honus Wagner Card	12/26/2019	`520,000`	`5,200`	`5,572`	`3,900`	`505,328`
#75ALI	1975 Muhammad Ali Boots	12/30/2019	`46,000`	`460`	`-`	`500`	`45,040`
#71ALI	1971 “Fight of the Century” Contract	12/30/2019	`31,000`	`310`	`1,090`	`500`	`29,100`
#APROAK	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	1/3/2020	`75,000`	`750`	`-`	`563`	`73,687`
#88JORDAN	1988 Michael Jordan Nike Air Jordan III Sneakers	1/29/2020	`22,000`	`220`	`230`	`500`	`21,050`
#BIRKINBOR	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile	2/20/2020	`52,500`	`525`	`225`	`500`	`51,250`
#33RUTH	1933 Goudey #144 Babe Ruth Card	2/26/2020	`77,000`	`770`	`602`	`578`	`75,050`
#SPIDER1	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	3/4/2020	`22,000`	`220`	`230`	`500`	`21,050`
#BATMAN3	1940 D.C. Comics Batman #3 CGC NM 9.4	3/4/2020	`78,000`	`780`	`585`	`585`	`76,050`
#ULYSSES	1935 First Edition Ulysses	3/10/2020	`25,500`	`255`	`695`	`500`	`24,050`
#ROOSEVELT	First Edition African Game Trails	3/10/2020	`19,500`	`195`	`1,008`	`500`	`17,797`
#56MANTLE	1956 Topps #135 Mickey Mantle Card	3/11/2020	`10,000`	`100`	`-`	`500`	`9,400`
#AGHOWL	First Edition Howl and Other Poems	3/11/2020	`19,000`	`190`	`810`	`500`	`17,500`
#98JORDAN	1998 Michael Jordan Jersey	3/22/2020	`128,000`	`1,280`	`4,160`	`960`	`121,600`
#18ZION	2018 Zion Williamson Adidas James Harden Sneakers	4/2/2020	`15,000`	`150`	`200`	`500`	`14,150`
#SNOOPY	2015 Omega Speedmaster Moonwatch	4/7/2020	`25,500`	`255`	`-`	`500`	`24,745`
#APOLLO11	Apollo 11 Crew-Signed New York Times Cover	4/19/2020	`32,000`	`320`	`130`	`500`	`31,050`
#24RUTHBAT	1924 George "Babe" Ruth Professional Model Bat	5/3/2020	`255,000`	`2,550`	`-`	`1,912`	`250,538`
#YOKO	First Edition Grapefruit	5/11/2020	`16,000`	`160`	`840`	`500`	`14,500`

F-56

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

#86JORDAN	1986 Fleer #57 Michael Jordan Card	5/13/2020	`40,000`	`400`	`600`	`500`	`38,500`
#HULK1	1962 The Incredible Hulk #1 CGC VF 8.0	5/24/2020	`89,000`	`890`	`142`	`668`	`87,301`
#RUTHBALL1	1934-39 American League Babe Ruth Single Signed Baseball	5/24/2020	`29,000`	`290`	`510`	`500`	`27,700`
#HIMALAYA	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile	5/27/2020	`140,000`	`1,400`	`6,300`	`1,050`	`131,250`
#38DIMAGGIO	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	6/4/2020	`22,000`	`220`	`680`	`500`	`20,600`
#55CLEMENTE	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	6/4/2020	`38,000`	`380`	`520`	`500`	`36,600`
#LOTR	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	6/11/2020	`29,000`	`290`	`10`	`500`	`28,200`
#CATCHER	1951 First Edition, First Issue The Catcher in the Rye	6/11/2020	`12,500`	`125`	`25`	`500`	`11,850`
#BOND1	1953 First Edition, First Issue Casino Royale	6/11/2020	`39,000`	`390`	`510`	`500`	`37,600`
#SUPER21	1943 Superman #21 CGC VF/NM 9.0 comic book	6/17/2020	`8,500`	`85`	`615`	`500`	`7,300`
#BATMAN1	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	6/18/2020	`71,000`	`710`	`658`	`532`	`69,101`
#BIRKINTAN	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	6/25/2020	`28,000`	`280`	`1,520`	`500`	`25,700`
#GMTBLACK1	Series Rolex GMT-Master ref. 16758	6/25/2020	`28,000`	`280`	`1,520`	`500`	`25,700`
Total			`$2,515,800`	`$25,158`	`$41,339`	`$28,278`	`$2,421,025`

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

F-57

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

8.Income taxes:

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

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of June 30, 2020.

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

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

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

F-58

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE C - RELATED PARTY TRANSACTIONS

Series Members

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

Officer and Affiliate Loans

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

As of June 30, 2020, and December 31, 2019, no loans were outstanding to either officers or affiliates of the Manager.

F-59

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE D –DEBT

Of the outstanding borrowings, $1,590,850 were related to Underlying Assets and the remainder to were held in cash or related to the assets of the affiliate of the Asset Manager. The table below outlines the debt balance at June 30, 2020 vs. December 31, 2019:

Debt Outstanding Upper90 Demand Note
At 12/31/2019	`$1,560,000`
At 6/30/2020	`$3,250,000`

F-60

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

Overview of Revenues

As of June 30, 2020 , we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise. The New York City showroom has been closed since March 2020 due to COVID-19, but is planned to reopen in the fourth quarter 2020. In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such Underlying Assets.

Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.

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

Allocation Methodology

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

F-61

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

Allocation Methodology or Description by Category

·Revenue: Revenues from the anticipated commercialization of the Underlying Assets will be allocated amongst the Series whose Underlying Assets are part of the commercialization events, based on the value of the Underlying Asset. No revenues attributable directly to the Company or any Series have been generated during the six-month period ended June 30, 2020.

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

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

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

·Brokerage Fee: The Brokerage Fee is paid to the BOR from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.

·Custody Fee: The Custody Fee is paid to the Custodian from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.

·Operating Expenses: Operating Expenses (as described in Note B(5)) are expensed as incurred:

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

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

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

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

§Storage: based on the number of Underlying Assets

F-62

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE F – FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

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

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

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

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

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

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

As of June 30, 2020, and December 31, 2019, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series. The Company did make distributions to Interest Holders related to sale of Underlying Assets as described in “Asset Dispositions” in “Note A - Description Of Organization and Business Operations.”

NOTE G - INCOME TAX

As of June 30, 2020, each individual Series has elected to be treated as a corporation for tax purposes. RSE Archive and RSE Archive Manager have elected to be treated as partnerships.

No provision for income taxes for the six-month period ended June 30, 2020 has been recorded for any individual Series as all individual Series incurred net losses, except as disclosed below for the 3 Series that were sold. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net deferred tax assets at June 30, 2020 are fully offset by a valuation allowance (other than for Series #71ALI, Series #98JORDAN and Series #86JORDAN), and therefore, no tax benefit applicable to the loss for each individual Series for the six-month period ended June 30, 2020 has been recognized. Losses incurred after January 1, 2018 do not expire for federal income tax purposes.

Series #71ALI, Series #98JORDAN and Series #86JORDAN have sold their primary operating asset during the six-month period ended June 30, 2020. As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:

Provision for income taxes
Series #	#71ALI	#98JORDAN	#86JORDAN
Income before provision for income taxes	`$8,950`	`$44,935`	`$41,948`
Reversal of valuation allowance	`(265)`	`(374)`	`(205)`
Taxed at federal and state statutory rates	`35%`	`21%`	`21%`
Provision for income taxes	`$3,005`	`$9,408`	`$8,816`

Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Archive has elected to be treated as a partnership; thus, for the six-month period ended June 30, 2020 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.

F-63

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE H - CONTINGENCIES

COVID-19

Restriction on Sale of Series #HONUS

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

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

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

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

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

F-64

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

NOTE I - SUBSEQUENT EVENTS

Subsequent Offerings

The table below shows all Offerings, which have closed after the date of the financial statements through September 28, 2020.

Series / Series Name	Underlying Asset	Maximum Offering Size	Opening Date	Closing Date
#61JFK / Series Inaugural Addresses	1961 inscribed copy of Inaugural Addresses of the Presidents of the United States	$23,000	6/27/2020	7/7/2020
#50JACKIE / Series 1950 Jackie Robinson Card	1950 Bowman #22 Jackie Robinson Card	$10,000	6/10/2020	7/8/2020
#POKEMON1 / Series 1999 Pokémon First Edition Set	1999 Pokemon First Edition PSA GEM MT 10 Complete Set	$125,000	6/23/2020	7/8/2020
#LINCOLN / Series 1864 Abraham Lincoln Photo	1864 Signed, Vignetted Portrait of Abraham Lincoln	$80,000	7/1/2020	7/9/2020
#STARWARS1 / Series Star Wars #1	1977 Star Wars #1 CGC VF/NM 9.0 comic book	$12,000	7/1/2020	7/14/2020
#56TEDWILL / Series 1956 Ted Williams Jersey	1956 Ted Williams Game-Worn Red Sox Home Jersey	$90,000	7/16/2020	7/26/2020
#68MAYS / Series 1968 Willie Mays Bat	1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat	$39,000	7/17/2020	7/26/2020
#TMNT1 / Series Teenage Mutant Ninja Turtles #1	1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book	$65,000	7/23/2020	7/30/2020
#CAPTAIN3 / Series Captain America #3	1941 Captain America Comics #3 CGC VG/FN 5.0 comic book	$37,000	7/23/2020	7/30/2020
#51MANTLE / Series 1951 Bowman Mickey Mantle Card	1951 Bowman #253 Mickey Mantle Card	$34,000	7/16/2020	7/30/2020
#CHURCHILL / Series Second World War	First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill	$7,500	7/7/2020	8/6/2020
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio	1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies	$115,000	7/30/2020	8/6/2020
#03KOBE / Series 2003-04 UD Kobe Bryant Card	2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card	$50,000	8/2/2020	8/16/2020
#03LEBRON / Series 2003-04 UD LeBron James Card	2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card	$34,000	8/5/2020	8/16/2020
#03JORDAN / Series 2003-04 UD Michael Jordan Card	2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card	$41,000	8/6/2020	8/16/2020
#39TEDWILL / Series 1939 Play Ball Ted Williams Card	1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card	$28,000	8/13/2020	8/24/2020
#94JETER / Series 1994 Derek Jeter Jersey	1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey	$45,000	8/9/2020	8/24/2020

F-65

RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements

#2020TOPPS / Series 2020 Topps Complete Set	Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards	$100,000	8/13/2020	8/25/2020
#FANFOUR1 / Series 1961 Fantastic Four #1	1961 Fantastic Four #1 CGC VF+ 8.5 comic book	$105,000	8/23/2020	9/2/2020
#86RICE / Series 1986 Topps Jerry Rice Card	1986 Topps #161 Jerry Rice Rookie Card	$23,000	7/28/2020	9/15/2020
#DAREDEV1 / Series Daredevil #1	1964 Daredevil #1 CGC VF/NM 9.0 comic book	$11,500	7/28/2020	9/15/2020
#85MARIO / Series 1985 Super Mario Bros.	1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+	$150,000	8/16/2020	9/15/2020
#TOS39 / Series Tales of Suspense #39	1963 Tales of Suspense #39 CGC NM 9.4 comic book	$135,000	8/27/2020	9/15/2020
#05LATOUR / Series 2005 Château Latour	One case of twelve (12) 75cl bottles of 2005 Château Latour	$9,800	9/3/2020	9/15/2020
#16SCREAG / 2016 Screaming Eagle	Four cases of three (3) 75cl bottles of 2016 Screaming Eagle	$39,000	9/3/2020	9/15/2020
#14DRC / Series 2014 Domaine de la Romanée-Conti	One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti	$54,000	9/3/2020	9/15/2020
#57MANTLE / Series 1957 Topps Mickey Mantle Card	2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware	$8,000	9/6/2020	9/21/2020
#FAUBOURG / Series Hermès Sellier Faubourg Birkin	Two cases of six (6) 75cl bottles of 2016 Château Petrus	$150,000	9/9/2020	9/21/2020

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

F-66

EXHIBIT INDEX

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

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

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

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

Exhibit 3.1 – Form of Series Designation (1)

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

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

Exhibit 6.2 – Broker of Record Agreement (1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

III-1

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

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

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

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

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

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

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

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

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

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

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

Exhibit 6.59 – Upper90 Secured Demand Promissory Term Note (9)

Exhibit 6.60 - Purchase Agreement in respect of Series #56TEDWILL Asset (10)

Exhibit 6.61 - Purchase Agreement in respect of Series #03LEBRON Asset (10)

Exhibit 6.62 - Purchase Agreement in respect of Series #03JORDAN Asset (10)

Exhibit 6.63 - Purchase Agreement in respect of Series #68MAYS Asset (10)

Exhibit 6.64 - Purchase Agreement in respect of Series #51MANTLE Asset (10)

Exhibit 6.65 - Purchase Option Agreement in respect of Series #85MARIO Asset (10)

Exhibit 6.66 - Purchase Agreement in respect of Series #TKAM Asset (10)

Exhibit 6.67 - Purchase Option Agreement in respect of Series #TMNT1 Asset (10)

Exhibit 6.68 - Purchase Agreement in respect of Series #LINCOLN Asset (10)

Exhibit 6.69 - Purchase Agreement in respect of Series #61JFK Asset (10)

Exhibit 6.70 - Purchase Option Agreement in respect of Series #GATSBY Asset (10)

Exhibit 6.71 - Purchase Option Agreement in respect of Series #NEWTON Asset (10)

Exhibit 6.72 - Purchase Agreement in respect of Series #BATMAN6 Asset (10)

Exhibit 6.73 - Purchase Agreement in respect of Series #STARWARS1 Asset (10)

Exhibit 6.74 - Purchase Agreement in respect of Series #DAREDEV1 Asset (10)

Exhibit 6.75 - Purchase Option Agreement in respect of Series #ALICE Asset (11)

Exhibit 6.76 - Purchase Agreement in respect of Series #14DRC Asset (11)

Exhibit 6.77 - Purchase Agreement in respect of Series #05LATOUR Asset (11)

Exhibit 6.78 - Purchase Agreement in respect of Series #16PETRUS Asset (11)

Exhibit 6.79 - Purchase Agreement in respect of Series #16SCREAG Asset (11)

Exhibit 6.80 - Purchase Option Agreement in respect of Series #HALONFR Asset (11)

Exhibit 6.81 - Purchase Agreement in respect of Series #03KOBE Asset (11)

Exhibit 6.82 - Purchase Agreement in respect of Series #86RICE Asset (11)

Exhibit 6.83 - Purchase Agreement in respect of Series #AVENGERS1 Asset (11)

Exhibit 6.84 - Purchase Agreement in respect of Series #SUPER14 Asset (11)

Exhibit 6.85 - Purchase Agreement in respect of Series #94JETER Asset (11)

Exhibit 6.86 - Purchase Agreement in respect of Series #62MANTLE Asset (11)

Exhibit 6.87 - Purchase Agreement in respect of Series #DUNE Asset (11)

Exhibit 6.88 - Purchase Agreement in respect of Series #TOS39 Asset (11)

Exhibit 6.89 - Purchase Option Agreement in respect of Series #2020TOPPS Asset (11)

Exhibit 6.90 - Purchase Agreement in respect of Series #93DAYTONA Asset (11)

Exhibit 6.91 - Purchase Agreement in respect of Series #TORNEK Asset (11)

Exhibit 6.92 - Purchase Agreement in respect of Series #57STARR Asset (11)

Exhibit 6.93 - Purchase Agreement in respect of Series #57MANTLE Asset (11)

Exhibit 6.94 - Purchase Agreement in respect of Series #39TEDWILL Asset (11)

Exhibit 6.95 - Purchase Agreement in respect of Series #37HEISMAN Asset (12)

Exhibit 6.96 - Purchase Agreement in respect of Series #JUSTICE1 Asset (12)

Exhibit 6.97 - Purchase Agreement in respect of Series #AF15 Asset (12)

Exhibit 6.98 - Purchase Agreement in respect of Series #59JFK Asset (12)

Exhibit 6.99 - Purchase Agreement in respect of Series #CLEMENTE2 Asset (12)

Exhibit 6.100 - Purchase Agreement in respect of Series #SPIDER10 Asset (12)

Exhibit 6.101 - Purchase Agreement in respect of Series #GRAPES Asset (12)

Exhibit 6.102 - Purchase Agreement in respect of Series #09TROUT Asset (12)

Exhibit 6.103 - Purchase Agreement in respect of Series #JOBSMAC Asset (12)

III-2

Exhibit 6.104 - Purchase Agreement in respect of Series #AVENGE57 Asset (12)

Exhibit 6.105 - Purchase Agreement in respect of Series #PICNIC Asset (12)

Exhibit 6.106 - Purchase Agreement in respect of Series #79STELLA Asset (12)

Exhibit 6.107 - Purchase Agreement in respect of Series #KEROUAC Asset (13)

Exhibit 6.108 - Purchase Agreement in respect of Series #09BEAUX Asset (13)

Exhibit 6.109 - Purchase Agreement in respect of Series #13BEAUX Asset (13)

Exhibit 6.110 - Purchase Agreement in respect of Series #09RBLEROY Asset (13)

Exhibit 6.111 - Purchase Agreement in respect of Series #00MOUTON Asset (13)

Exhibit 6.112 - Purchase Agreement in respect of Series #11BELAIR Asset (13)

Exhibit 6.113 - Purchase Agreement in respect of Series #06BRM Asset (13)

Exhibit 6.114 - Purchase Agreement in respect of Series #17DUJAC Asset (13)

Exhibit 6.115 - Purchase Agreement in respect of Series #00NEWMAN Asset (13)

Exhibit 6.116 - Purchase Agreement in respect of Series #NASA1 Asset (13)

Exhibit 6.117 - Purchase Agreement in respect of Series #03KOBE2 Asset (13)

Exhibit 6.118 - Purchase Agreement in respect of Series #FAUBOURG2 Asset (13)

Exhibit 6.119 - Amended and Restated Upper90 Secured Demand Promissory Term Note

Exhibit 8.1 – Subscription Escrow Agreement (1)

Exhibit 8.2 – Custodian Agreement with DriveWealth, LLC (5)

Exhibit 11.1 – Consent of EisnerAmper LLP

Exhibit 12.1 – Opinion of Duane Morris LLP

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

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

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

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

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

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

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

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

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

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

(10)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on May 26, 2020

(11)Previously filed as an exhibit to the Company’s Form1-A/A filed with the Commission on July 10, 2020

(12)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on August 7, 2020

(13)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on September 15, 2020

III-3

SIGNATURES

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

RSE ARCHIVE MANAGER, LLC

By: RSE Markets, Inc., its managing member

By: /s/ George J. Leimer

Name: George J. Leimer

Title: Chief Executive Officer

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

Signature

Title

Date

/s/ George J. Leimer

Name: George J. Leimer

President of RSE Markets, Inc.

(Principal Executive Officer)

September 28, 2020

/s/ Maximilian F. Niederste-Ostholt

Name: Maximilian F. Niederste-Ostholt

Chief Financial Officer of

RSE Markets, Inc.

(Principal Financial Officer)

September 28, 2020

RSE ARCHIVE MANAGER, LLC

By: /s/ George J. Leimer

Name: George J. Leimer

Title: Chief Executive Officer

Managing Member

September 28, 2020