PART II AND III 2 tm2211643d1_partiiandiii.htm PART II AND III

Post-Qualification Amendment No. 10

File No. 024-11416

This Post-Qualification Amendment No. 10 amends the Offering Statement of StartEngine Collectibles Fund I LLC originally qualified on August 31, 2021, as previously amended and supplemented, to add, update and/or replace information contained in the Offering Statement.

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. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. 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 UNDER THE LAWS OF ANY SUCH STATE. 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 OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Preliminary Offering Circular Dated April 5, 2022

StartEngine Collectibles Fund I LLC

3900 W Alameda Ave., Suite 1200

Burbank, California 91505

(949) 415-8730

www.startengine.com

Best Efforts Offering of Series Shares

StartEngine Collectibles Fund I LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “our company”), is offering, on a best-efforts basis, the membership interests in each of the series of our company.

All of the series of our company offered hereunder may collectively be referred to in this Offering Circular as the “series” and each, individually, as a “series.” The membership interests of all series described above may collectively be referred to in this Offering Circular as the “shares” and each, individually, as a “share” and the offerings of the shares may collectively be referred to in this Offering Circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the shares.

The shares are non-voting limited liability company membership interests in a series of our company. Each series is treated as a unique legal entity. Purchasing a share in a series does not confer to the investor any ownership in our company or any other series. Each series is managed by an Administrative Manager and an Asset Manager. The Administrative Manager will be the investor liaison to our company and will perform duties such as assisting our company with communications to our investors, providing shareholder services, handling the distributions of dividends, and overseeing our shareholder records. Further, the Administrative Manager will source and secure the rights to the underlying assets in each series. The Asset Manager will manage the assets owned by the particular series it manages and has full authority to determine how to best utilize the asset owned by the series. StartEngine Assets LLC (“StartEngine Assets”) will serve as the Administrative Manager and Asset Manager to each series of our company, and unless context requires otherwise will be referred to as our “Manager”. See “The Company’s Business” for more information on the duties of our Administrative Manager and Asset Manager of our series.

Our company can offer up to $75 million within a rolling 12-month period pursuant to Regulation A. Our company intends to offer additional series within such limit and will file post qualification amendments for the offerings of such series with the U.S. Securities and Exchange Commission (the “Commission”). The offerings of such series will be made available to investors from the date such amendment is qualified by the Commission. There will be separate closings with respect to each offering. An offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold; or (ii) the date at which the offering is earlier terminated by the company at its sole discretion provided that subscriptions for the minimum number of shares for that particular series’ offering has been accepted. If a 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 thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our Manager in its sole discretion, or (ii) any date on which our Administrative Manager elects to terminate the offering for a particular series in its sole discretion. At least every 12 months after this offering statement has been qualified by the Commission, the company will file a post-qualification amendment to include the company’s recent financial statements. The company has engaged Prime Trust, LLC as escrow agent to hold any funds that are tendered by investors. The offerings are being conducted on a best-efforts basis. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the relevant series. After the initial closing of an offering in a series, we expect to hold closings on at least a monthly basis. However, to the extent a series has the same minimum and maximum, the company will undertake a single closing for investors in that series. After each closing related to a particular series, funds tendered by investors will be made available to the relevant series. If any of the shares offered of a series remain unsold as of the final closing of such series, such shares shall be issued to StartEngine Assets LLC, in full satisfaction of its advance to that series based on the share price of the share in such series as described “The Company’s Business – Asset Acquisition”.

*Series ^()**	Price to public		Underwriting discount and commissions⁽¹⁾		Proceeds to Issuer
Series Wine #2005LPIN
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	58,530	$	0	$	58,530
Total Maximum ⁽²⁾	$	58,530	$	0	$	58,530

Series Wine #2015HBRI
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	41,380	$	0	$	41,380
Total Maximum ⁽²⁾	$	41,380	$	0	$	41,380

Series Wine #2000EGLC
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	52,430	$	0	$	52,430
Total Maximum ⁽²⁾	$	52,430	$	0	$	52,430

Series Wine #2016CHAM
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	5,160	$	0	$	5,160
Total Maximum ⁽²⁾	$	5,160	$	0	$	5,160

Series Wine #2016BONMA
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	28,970	$	0	$	28,970
Total Maximum ⁽²⁾	$	28,970	$	0	$	28,970

Series Wine #2016MUSIG
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	21,230	$	0	$	21,230
Total Maximum⁽²⁾	$	21,230	$	0	$	21,230

Series Wine #2009PETRUS
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	59,360	$	0	$	59,360
Total Maximum ⁽²⁾	$	59,360	$	0	$	59,360

Series Wine #2010PETRUS
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	59,530	$	0	$	59,530
Total Maximum ⁽²⁾	$	59,530	$	0	$	59,530

Series Art #WARHOLMARILYN
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	302,400	$	0	$	302,400
Total Maximum ⁽²⁾	$	302,400	$	0	$	302,400

Series Art #LICHTENSTEINSWEET
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	196,560	$	0	$	196,560
Total Maximum ⁽²⁾	$	196,560	$	0	$	196,560

Series Sports #JORDANROOKIE
Per Share	$	10.00	$	0	$	10.00
Total Minimum ⁽²⁾	$	432,000	$	0	$	432,000
Total Maximum ⁽²⁾	$	432,000	$	0	$	432,000

Series Sports #JAMESREFRACTOR
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	146,880	$	0	$	146,880
Total Maximum	$	146,880	$	0	$	146,880

Series Art #INDIANALOVE
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	264,000	$	0	$	264,000
Total Maximum	$	330,000	$	0	$	330,000

Series Art #HIRSTDOTS
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	483,840	$	0	$	483,840
Total Maximum	$	604,800	$	0	$	604,800

Series Sports #JACKIEROOKIE
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	426,240	$	0	$	426,240
Total Maximum	$	532,800	$	0	$	532,800

Series Comics #BATMAN
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	230,400	$	0	$	230,400
Total Maximum	$	288,000	$	0	$	288,000

Series Wine #2012CRISTAL
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	9,560.00	$	0	$	9,560.00
Total Maximum	$	11,950	$	0	$	11,950

Series Wine #2008DOMP
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	15,230.00	$	0	$	15,230.00
Total Maximum	$	19,040	$	0	$	19,040

Series Wine #2012DOMP
Per Share	$	2.00	$	0	$	2.00
Total Minimum	$	11,780.00	$	0	$	11,780.00
Total Maximum	$	14,720	$	0	$	14,720

Series Wine #2006DOMP
Per Share	$	2.00	$	0	$	2.00
Total Minimum	$	12,980.00	$	0	$	12,980.00
Total Maximum	$	16,230	$	0	$	16,230

Series Wine #2006DOMP
Per Share	$	2.00	$	0	$	2.00
Total Minimum	$	12,980.00	$	0	$	12,980.00
Total Maximum	$	16,230	$	0	$	16,230

Series Wine #2006CONTERNO
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	14,400.00	$	0	$	14,400.00
Total Maximum	$	18,000	$	0	$	18,000

Series Wine #2006RAYAS
Per Share	$	2.00	$	0	$	2.00
Total Minimum	$	12,860.00	$	0	$	12,860.00
Total Maximum	$	16,080	$	0	$	16,080

Series Wine #2013HARLAN
Per Share	$	8.00	$	0	$	8.00
Total Minimum	$	6,720.00	$	0	$	6,720.00
Total Maximum	$	8,400	$	0	$	8,400

Series Wine #2013MARCASSIN
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	5,280.00	$	0	$	5,280.00
Total Maximum	$	6,600	$	0	$	6,600

Series Wine #2015ROMANEE
Per Share	$	6.00	$	0	$	6.00
Total Minimum	$	57,600.00	$	0	$	57,600.00
Total Maximum	$	72,000	$	0	$	72,000

Series Wine #2011CRIOTS
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	43,200.00	$	0	$	43,200.00
Total Maximum	$	54,000	$	0	$	54,000

Series ART #BANKSYLAUGH
Per Share	$	8.00	$	0	$	8.00
Total Minimum	$	124,320.00	$	0	$	124,320.00
Total Maximum	$	155,400	$	0	$	155,400

Series COMICS #SUPERMAN
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	240,000	$	0	$	240,000
Total Maximum	$	300,000	$	0	$	300,000

Series NFT #COOLCAT*
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	45,950	$	0	$	45,950
Total Maximum	$	57,440	$	0	$	57,440

Series Watch #SCHWARZENEGGER*
Per Share	$	5.00	$	0	$	5.00
Total Minimum	$	53,180	$	0	$	53,180
Total Maximum	$	66,480	$	0	$	66,480

Series Watch #ROLEX6265*
Per Share	$	8.00	$	0	$	8.00
Total Minimum	$	67,200	$	0	$	67,200
Total Maximum	$	84,000	$	0	$	84,000

Series Watch #PEPSI*
Per Share	$	2.00	$	0	$	2.00
Total Minimum	$	13,440	$	0	$	13,440
Total Maximum	$	16,800	$	0	$	16,800

Series Art #PICASSO*
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	206,900	$	0	$	206,900
Total Maximum	$	258,630	$	0	$	258,630

Series Art #DALI*
Per Share	$	10.00	$	0	$	10.00
Total Minimum	$	118,100	$	0	$	118,100
Total Maximum	$	147,630	$	0	$	147,630

Series Art #HULK181*
Per Share	$	9.00	$	0	$	9.00
Total Minimum	$	74,592	$	0	$	74,592
Total Maximum	$	93,240	$	0	$	93,240

(1)

We are not selling the shares in series in this offering through commissioned sales agents or otherwise. Investors will not pay any upfront selling commissions in connection with the purchase of our shares. Our Managing Member has assumed and will not be reimbursed for offering expenses as well as certain operating expenses. See “Management Compensation” for a description of additional fees and expenses that our company and its series will pay to their Managers.

(2)

The series will not accept proceeds for less than the maximum offering amount – as such, the maximum offering amount and minimum offering amount are the same.

*	An asterisk (*) denote series submitted for qualification by the Commission in this Post-Qualification Amendment No. 10 to the offering statement of which this offering circular forms a part.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF 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

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS 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 www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 16.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary -- Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

SUMMARY	11
RISK FACTORS	16
DILUTION	32
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	32
USE OF PROCEEDS TO ISSUER	35
THE COMPANY’S BUSINESS	103
THE COMPANY’S PROPERTY	115
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	115
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	117
MANAGEMENT COMPENSATION	121
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	123
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	123
SECURITIES BEING OFFERED	123
FINANCIAL STATEMENTS	F-1

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SERIES OFFERING TABLE

The table below shows key information related to the offering of each series. Please also refer to “The Underlying Assets” and “Use of Proceeds” for further details.

Series Name	Underlying Asset(s)	Offering Price per Share		Offering Size		Minimum / Maximum / Membership Interests Outstanding(2)	Minimum Subscription Amount		Initial Qualification Date(3)	Opening Date (4)	Closing Date	Status
Series Wine #2020PAVIE	Chateau Pavie 2020 Saint Emilion, 1er Grand Cru Classé 'A' (60 Bottles) ⁽¹⁾	$	10.00	$	22,990.00	2,299	$	500	09/01/2021	09/01/2021	11/10/2021	Closed
Series Wine #2020CHBL	Chateau Cheval Blanc 2020 Saint Emilion 1er Grand Cru Classé 'A' (18 Bottles) ⁽¹⁾	$	10.00	$	11,580.00	1,158	$	500	09/01//2021	09/01//2021	11/10/2021	Closed
Series Wine #2020AUSO	Chateau Ausone 2020 Saint Emilion 1er Grand Cru Classé 'A' (36 Bottles) ⁽¹⁾	$	10.00	$	29,310.00	2,931	$	500	09/01/2021	09/01/2021	11/10/2021	Closed
Series Wine #2020ANGE	Chateau Angelus Saint Emilion, 1er Grand Cru, Classé 'A' (36 Bottles) ⁽¹⁾	$	10.00	$	15,270.00	1,527	$	500	09/01/2021	09/01/2021	11/10/2021	Closed
Series Wine #2020CERT	Vieux Chateau Certan 2020 Pomerol (30 Bottles⁾⁽¹⁾	$	10.00	$	11,500.00	1,150	$	500	09/01/2021	09/01/2021	11/10/2021	Closed
Series Wine #2005LPIN	Le Pin, Pomerol 2005 (12 Bottles) ⁽¹⁾	$	10.00	$	58,530.00	5,853/5,853	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2015HBRI	château Haut-Brion Premier Cru Classe, Pessac-Leognan 2015 (60 bottles)⁽¹⁾	$	10.00	$	41,380.00	4,138/4,138	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2000EGLC	Chateau L'Eglise-Clinet, Pomerol 2000 (96 bottles)⁽¹⁾	$	10.00	$	52,430.00	5,243/5,243	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2016CHAM	Domaine Georges Roumier, Chambolle-Musigny Premier Cru, Les Amoureuses (1 bottle)⁽¹⁾	$	10.00	$	5,160.00	516/516	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2016BONMA	Domaine Georges Roumier, Bonnes Mares Grand Cru 2016 (12 bottles)⁽¹⁾	$	10.00	$	28,970.00	2,897/2,897	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2016MUSIG	Domaine Georges Roumier, Musigny Grand Cru 2016 (1 bottle)⁽¹⁾	$	10.00	$	21,230.00	2,123/2,123	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2009PETRUS	Chateau Petrus 2009 (12 bottles)⁽¹⁾	$	10.00	$	59,360.00	5,936/5,936	$	500	11/23/2021	11/23/2021	*	Open
Series Wine #2010PETRUS	Chateau Petrus 2010 (12 bottles)⁽¹⁾	$	10.00	$	59,530.00	5,953/5,953	$	500	11/23/2021	11/23/2021	*	Open
Series Art #WARHOLMARILYN	Andy Warhol, Marilyn, 1967, screenprint in colors, 36 x 36 inches, edition of 250⁽¹⁾	$	10.00	$	302,400.00	30,240/30,240	$	500	11/23/2021	11/23/2021	*	Open
Series Art #LICHTENSTEINSWEET	Roy Lichtenstein, Sweet Dreams Baby, 1965, screenprint in colors, 38 x 28 inches, edition of 200⁽¹⁾	$	10.00	$	196,560.00	19,656/19,656	$	500	11/23/2021	11/23/2021	*	Open
Series Sports #JORDANROOKIE	Michael Jordan, Fleer #57, 1986 (Rookie Card), PSA 10⁽¹⁾	$	10.00	$	432,000.00	43,200/43,200	$	500	11/23/2021	11/23/2021	*	Open
Series Sports #JAMESREFRACTOR	LeBron James, Topps Chrome Refractors #111, 2003-04 (Rookie Card), BGS 10⁽¹⁾	$	10.00	$	146,880.00	14,688/14,688	$	500	11/23/2021	11/23/2021	*	Open
Series Art #INDIANALOVE	Robert Indiana, LOVE (Blue and Red), 1966/2001, Polychrome Aluminum, 18 x 18 inches, Edition 2/8	$	10.00	$	330,000.00	26,400/33,000	$	500	2/4/2022	2/4/2022	*	Open
Series Art #HIRSTDOTS	Damien Hirst, Loperamide, 2005, Household Gloss on canvas, 63 x 45 inches	$	10.00	$	604,800.00	48,384/60,480	$	500	2/4/2022	2/4/2022	*	Open
Series Sports #JACKIEROOKIE	Jackie Robinson, Leaf #79, 1948-1949, (Rookie Card), PSA 8	$	10.00	$	532,800.00	42,624/53,280	$	500	2/4/2022	2/4/2022	*	Open
Series Comics #BATMAN	Batman #1, DC, 1940, CGC 2.0	$	10.00	$	288,000.00	23,040/28,800	$	500	2/4/2022	2/4/2022	*	Open
Series Wine #2012CRISTAL	Cristal 2012 (12 bottles)	$	5.00	$	11,950.00	1,912/2,390	$	10	3/4/2022	3/4/2022	*	Open
Series Wine #2008DOMP	Dom Perignon 2008 (10 bottles)	$	10.00	$	19,040.00	1,523/1,904	$	10	3/4/2022	3/4/2022	*	Open
Series Wine #2012DOMP	Dom Perignon 2012(10 bottles)	$	2.00	$	14,720.00	5,890/7,360	$	10	3/4/2022	3/4/2022	*	Open
Series Wine #2006DOMP	Dom Perignon 2006 (10 bottles)	$	2.00	$	16,230.00	6,490/8,115	$	10	3/4/2022	3/4/2022	*	Open
Series Wine #2006CONTERNO	Giacomo Conterno, Barolo, Monfortino Riserva 2006 (1 bottle)	$	5.00	$	18,000.00	2,880/3,600	$	10	3/4/2022	3/4/2022	*	Open
Series Wine #2006RAYAS	Chateau Rayas, Chateauneuf-du-Pape 2009 (1 bottle)	$	2.00	$	16,080.00	6,430/8,040	$	10	3/4/2022	3/4/2022	*	Open
Series Wine #2013HARLAN	Harlan Estate Red 2013 (6 bottles)	$	8.00	$	8,400.00	840/1,050	$	40	3/4/2022	3/4/2022	*	Open
Series Wine #2013MARCASSIN	Marcassin Chardonnay Marcassin Vineyard 2013 (12 bottles)	$	5.00	$	6,600.00	1,056/1,320	$	50	3/4/2022	3/4/2022	*	Open
Series Wine #2015ROMANEE	Domaine Liger Belair La Romanee 2015 (6 bottles)	$	6.00	$	72,000.00	9,600/12,000	$	60	3/4/2022	3/4/2022	*	Open
Series Wine #2011CRIOTS	Domaine d’Auvenary Criots Batard Montrachet 2011 (3 bottles)	$	5.00	$	54,000.00	8,640/10,800	$	10	3/4/2022	3/4/2022	*	Open
Series Art #BANKSYLAUGH	Banksy, Laugh Now, 2003, Screenprint in colors on wove paper, 27.6 x 19.7 inches, Edition 50 of 150	$	8.00	$	155,400.00	15,540/19,425	$	120	3/4/2022	3/4/2022	*	Open
Series Comics #SUPERMAN	Superman #1, DC, 1939, CGC 1.8	$	5.00	$	300,000.00	48,000/60,000	$	100	3/14/2022	3/14/2022	*	Open


Series NFT #COOLCAT	Cool Cat #412	$	5.00	$	57,440.00	9,190/11,488	$	5.00	[___]	[___]	*	[___]
Series Watch #SCHWARZENEGGER	Audemars Piguet, Royal Oak Offshore Chronograph "Arnold Schwarzenegger" reference 26007BA.OO.D088CR.01 A 18k yellow gold automatic chronograph wristwatch with date, circa 2004	$	5.00	$	66,480.00	10,636/13,296	$	5.00	[___]	[___]	*	[___]
Series Watch #ROLEX6265	Rolex 6265/0 3972587 silver sigma dial - box and original warranty paper. ca 1975	$	8.00	$	84,000.00	8,400/10500	$	8.00	[___]	[___]	*	[___]
Series Watch #PEPSI	Rolex 16750 R414844, GMT, Pepsi, Steel ca 1987.	$	2.00	$	16,800.00	67,208,400	$	2.00	[___]	[___]	*	[___]
Series Art #PICASSO	Pablo Picasso, Femme assise, 1922, pen and ink on paper, 11.3 x 8.8 inches	$	10.00	$	258,630.00	20,690/25,863	$	10.00	[___]	[___]	*	[___]
Series Art #DALI	Salvador Dali, Cavaliers sur la plage (recto), Equisse d'un chevalier avec lance (verso), 1937, gouache, pen and brush, and India ink on light brown paper (recto), pen and India ink (verso), 30 7/8 x 22 7/8 inches	$	10.00	$	147,630.00	11,810/14,763	$	10.00	[___]	[___]	*	[___]
Series Comics #HULK181	Incredible Hulk #181, Marvel Comics, November 1974, CGC 9.8	$	9.00	$	93,240.00	8,288/10,360	$	9.00	[___]	[___]	*	[___]

*This series offering has not yet closed as of the date of this Offering Circular.

(1)

The series will purchase the underlying asset from the Manager (StartEngine Assets) pursuant to a purchase agreement, a form of which is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part, and as described further under “The Company’s Business – Asset Acquisition”).

(2)

For open offerings, each row states, with respect to the given offering, the minimum and maximum number of interests offered. For offering in which there was an initial closing, we also include the number of interests sold as of the date of this offering circular. For closed offerings, each row states the actual number of interests sold.

(3)	For each offering, each row states, with respect to the given offering, the date on which the offering was initially qualified by the Commission.

(4)	For each offering, each row states, with respect to the given offering, the date on which offers and sales for such offering commenced.

SUMMARY

Overview

StartEngine Collectibles Fund I LLC is a series limited liability company formed on October 14, 2020, pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.

As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series of interests. We intend that each series of interests will own its own underlying assets, which will be “collectibles” – generally, assets of limited quantity that have a perceived or demonstrated value. We anticipate that the assets can be broad in scope, ranging from items typically thought of as collectibles (e.g., fine art, wine, watches, trading cards, comics, cars, memorabilia) to assets that are much more unique, including copyright assets. We hope to redefine what it means to be a “collectible”. A new series of interests will be issued for future collectibles or other alternative assets to be acquired by us.

We believe that alternative assets are capable of delivering quality returns to investors. However, investing in alternative assets can often require significant financial resources and significant knowledge about the underlying assets and the assets’ respective industries. Due to these high barriers to entry, access to investments in alternative assets have been restrained to a fraction of the global economy. Even those that do have access to top quality alternative investments are faced with high fees, lack of transparency, and significant operational overheads. With high transactional costs and low transaction volumes, investors in alternative assets often suffer from illiquidity, resulting in long holding periods that make such investments inaccessible for many investors.

We plan to democratize alternative asset investing by providing access, liquidity and transparency. For different types of assets, we have and are gathering a team of individuals with knowledge and experience needed to effectively select and actively manage such assets. Investing in our series will give investors access to “collectible” assets that we deem to be valuable.

We plan to target the acquisition of underlying assets ranging in price anywhere from $50,000 to $5,000,000. Some assets may also be below this range. See “The Company’s Business” for more information on our business and plan of operations and “The Underlying Assets” for a description of the underlying assets and information on the series.

Members of our company

An investor who has purchased shares in one of our series in this offering will become an “Economic Member” of a series of our company (as defined in our limited liability company agreement filed as Exhibit 2.2, or our “operating agreement”). No Economic Member, in its capacity as such, will participate in the operation or management of the business of our company or any series, nor transact any business in our company or any series.

Managers of our company

Our Managing Member, StartEngine Assets LLC will also be the Administrative Manager for the company and each series as well as the Asset Manager for each series. As such, StartEngine Assets LLC has the full power and authority to do all things necessary or appropriate to conduct the business of our company and each series, without the consent of our Economic Members. StartEngine Assets LLC, a Delaware limited liability company formed on May 18, 2020, is the Managing Member of our company, and the Administrative Manager of our company and each series of our company. We refer to StartEngine Assets LLC herein as the “Managing Member” when referring to its duties in this capacity, and as our “Manager” when referring to its duties as either our Administrative Manager and/or our Asset Manager.

As the Administrative Manager, StartEngine Assets LLC will be responsible for identifying the assets to be purchased by a series from the offering of that series’ shares. The Administrative Manager will also be the investor liaison to our company, and will, among other things, assist with communications to our investors, provide shareholder services to our investors, handle the distributions of dividends, and oversee our shareholder records. Our Administrative Manager will coordinate with its affiliates who will serve in various capacities, including StartEngine Secure LLC, who will act as our transfer agent, StartEngine Primary LLC, who, through its alternative trading system, StartEngine Secondary LLC, will facilitate resales of our shares, and StartEngine Crowdfunding Inc. that owns and operates an online investment platform www.startengine.com. See “The Company’s Business—Managers of our Company”

Managers of our Series

Unless otherwise noted in the series designation for a particular series (each, a “Series Designation”), StartEngine Assets LLC will serve as the Administrative Manager and Asset Manager for each series. As the Administrative Manager, StartEngine Assets LLC will perform substantially the same services as it does for our company. As the Asset Manager for each series, StartEngine Assets will be and as such is responsible for managing the underlying asset or assets related to such series. Our Asset Manager has the sole authority and complete discretion over the care, custody, maintenance and management of each underlying assets and to take any action that it deems necessary or desirable in connection therewith.

Collectively, we refer to the Managing Member, Administrative Manager (of our company or a series), and Asset Manager, or any combination thereof, as the “Managers”. We also refer to these managers on an individual basis a “Manager”, where context permits.

Our Managing Member has delegated to the Managers of our series (i.e. the Asset Manager and Administrative Manager) broad asset management and operational powers over the series. In these capacities, the Managers of a particular series will (among other things):

Serve as the investment and financial manager with respect to underwriting, financing, originating, servicing, investing in, redeveloping and eventually selling a diversified portfolio of the series assets;

Manage and perform the various administrative functions necessary for the day-to-day operations and management of the series assets;

Provide or arrange for administrative services, legal services, office space and other overhead items necessary for and incidental to acquisition, management and disposition of series assets;

Maintain reporting, record keeping, internal controls and similar matters with respect to the series assets in a manner to allow our company to comply with applicable law, including the requirements of under Section 18-215 of the LLC Act;

Monitor and evaluate the performance of the investments, provide daily management services and perform and supervise the various management and operational functions related to the series assets;

Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement and marketing of investments on an overall portfolio basis;

Recommend distribution policies for each series to the Managing Member and, subject to approval by the Managing Member, authorize distributions from time to time; and

Manage communications with Economic Members.

Advisory Board

Our Managing Member may establish an advisory board comprised of experts in a particular industry to provide guidance and strategic advice to our company, or a particular series of our company. For our company, this may be advising on the creation of a particular series with a new collectibles asset class focus. For our series, this may be assisting in identifying, acquiring, and managing the particular assets of that series, or advising on other general business matters. See “The Company’s Business” for more information on the functions of our company’s advisory board.

Organizational Chart

The above chart provides a general overview of our organizational structure, with details for our first five series. All of our series have a similar structure.

Operating Expenses

Each series of our company will be responsible for its own third-party charges and out-of-pocket costs and expenses incurred as a result of acquiring and managing the assets of a particular series, or for any other permissible business activity of a series. All operating expenses paid on behalf of a series by its Managers will be reimbursed to such Managers.

Each Manager will bear their own expenses of an ordinary nature, including, all costs and expenses on account of rent (other than for direct expenses for the underlying assets, including storage), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the underlying assets).

If the operating expenses exceed the amount of revenues generated from a series and cannot be covered by any reserves on the balance sheet of such series, our Managing Member may:

issue additional shares in such series;

pay such operating expenses and not seek reimbursement; and/or

enter into an agreement in which a Manager loans the amount of the operating expenses to the applicable series, on which such Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by that series.

For the series currently being offered, the Managing Member will not seek reimbursement for most operating expenses, including those incurred in the ordinary course of business (e.g., storage, insurance, legal and financial costs).

Offering and Formation Expenses

Each series of our company will be responsible for the costs and expenses attributable to the formation of series and the offering for that particular series, including expenses allocated to them under our allocation policy (we refer to these as “Offering and Formation Expenses”), see "The Company’s Business—Allocations of Expenses”. If such costs and expenses are paid by a Manager on behalf of a series, the series will reimburse the Manager for such expenditures. We expect that the total Offering and Formation Expenses that will be incurred in connection with these offerings for our series will be $120,000. In accordance with our allocation policy, we may allocate all or a portion of these offering expenses to series of our company, so long as such allocation of Offering and Formation expenses to a particular series does not exceed five percent (5%) of the maximum offering amount of that series. See “The Company’s Business—Allocations of Expenses” for more information on our allocation policy. For certain series, our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses for that series. For a particular series, see “Use of Proceeds to Issuer”.

Distribution Rights*

To the extent there is “Free Cash Flow” for any series and as described in the Series Designation for such series, our Managing Member intends to declare and pay distributions as follows:

80% shareholders of a series in accordance with their percentage interest; and

20% as the “Service Fee” to the Managers (half of which shall go to the Administrative Manager of such series and half of which shall go to the Asset Manager of such series.

*The distribution rights for Series Wine #2020PAVIE, Series Wine #2020CHBL, Series Wine #2020AUSO, Series Wine #2020ANGE and Series Wine #2020CERT (the “Original Wine Series”) are described in “Securities Being Offered – Distribution Rights – Original Wine Series”.

For more information on a Service Fee applicable to a specific series, see the “Management Compensation” section of this Offering Circular.

The Managing Member intends to make distributions on a basis that is appropriate for the underlying assets to the shareholders of a series. For instance, for most of our assets, e.g., fine art, wine, watches, trading cards, comics, cars, memorabilia, there may only be payments when an asset is sold, which may lead to just a single payment or more sporadic payments. For liquidity consideration for any assets, see “The Underlying Assets”. There is no requirement to pay distributions at any given time.

Distributions will be paid out of the available “Free Cash Flow” of a series, which consists of the net income (as determined under GAAP) generated by such series (before accounting for the Service Fee) plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses and/or and amounts that were previously retained as cash reserves that, during such period, the Managing Member determines are no longer needed by our company) and less any capital expenditures related to the underlying assets related to such series.

Our Administrative Manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each series of shares except as otherwise limited by law or the operating agreement. See “Securities Being Offered – Distribution Rights” for further details on distributions to shareholders of our series’ shares.

Distributions upon Liquidation*

In connection with the liquidation of a series (other than the Original Wine Series), whether as a result of the dissolution of our company or the termination of such series, all property and Free Cash Flows in excess of that required to discharge liabilities that are contingent, conditional or unmatured, shall be distributed as follows:

First, to the holders of the shares of the series on an equal per share basis until they have received their capital contribution;

Second, unless otherwise specified in a Series Designation, 20% to Managers of such series (half of which shall go to the relevant Asset Manager, and half of which shall go to the Administrative Manager) and 80% to the holders of shares of the series on an equal per share basis.

*The distributions upon liquidation for Original Wine Series are described in “Securities Being Offered – Liquidation”.

Management Compensation

Pursuant to our operating agreement, the Asset Manager and Administrative Manager of each series will each receive two fees as compensation for the services they provide to that series: a Service Fee (which will be a percentage of the amount of revenues the series generates) and an Asset Management Fee (which will be a percentage of the value of the assets of the series).

In addition, the Administrative Manager of the company will receive a sourcing fee of up to 25% of the of the amount paid for the underlying asset (up to approximately 20% of the gross offering proceeds) for the relevant series (other than the Original Wine Series) and a sourcing fee of up to 15% of the of the amount paid for the underlying asset (approximately 13.08% of the gross offering proceeds) for each of the Original Wine Series (collectively referred to as the “Sourcing Fee”), paid to the Administrative Manager as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager. The Administrative Manager may have separate agreements with individuals and split the fee, including with the Asset Manager of a particular series. Any such arrangement for a particular series will be disclosed in the “Use of Proceeds” below.

For more information, see the “Management Compensation” section of this Offering Circular.

The Offerings

Securities being offered:		This offering is for shares of the series in StartEngine Collectibles Fund I LLC. The shares being sold in this offering will be non-voting except with respect to certain matters set forth in our limited liability company agreement, dated January 5, 2021 as amended from time to time, or the “operating agreement”. The purchase of a particular series of shares is an investment only in that series of our company and not an investment in our company as a whole. The rights of the shares are described more fully in “Securities Being Offered.” We are offering the minimum and maximum number of shares of each series at a price per share set forth in the “Series Offering Table” section above. Each series of shares is intended to be a separate series of our company for purposes of assets and liabilities.

Minimum and maximum subscription:		The minimum subscription by an investor for each series is detailed in the “Series Offering Table” section above and the maximum subscription by any investor is for shares representing 5% of the total shares of a particular series, although such minimum or maximum thresholds may be waived by our Administrative Manager in its sole discretion.

Use of proceeds:		The proceeds received in an offering will be applied as set forth in the “Use of Proceeds” section of this Offering Circular, and will generally be used to acquire the specific assets related to that offering.

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

Implications of Being an Emerging Growth Company

As an issuer with less than $1 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant if and when we become subject to the ongoing reporting requirements of the Exchange. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

will not be required to obtain a non-binding advisory vote from our securityholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.07 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

The SEC requires our company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its line of business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Relating to Our Company’s Operations and Structure

An investment in an offering constitutes only an investment in a particular series and not in our company or the underlying assets.

A purchase of our series’ shares does not constitute an investment in either our company or the underlying assets directly. This results in limited voting rights of the investor, which are solely related to the series. 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 our Managing Member for “cause.” The Managing Member thus retains significant control over the management of our company and its underlying assets. Furthermore, because the shares do not constitute an investment in our company as a whole, holders of a particular series of shares will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other series of interest. In addition, the economic interest of a holder in a series will not be identical to owning a direct undivided interest in the underlying assets because, among other things, the 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 assets.

We are a brand-new company with no operating history, which may make it difficult for investors to evaluate our business model and to assess our future viability.

We are a newly formed limited liability company with no operating history upon which an evaluation of our past performance and future prospects of a series. Our operations to date have been limited to organizing our company, identifying the Asset Managers and Administrative Manager, and engaging in activities related to this offering. No guarantee can be given that our company or a series will achieve their investment objectives, the value of the underlying assets will increase or the underlying assets will be successfully monetized.

The offering amount will exceed the value of the underlying assets and if the underlying assets are sold before they appreciate or generate income, then investors will not receive the amount of their initial investment back.

The size of an offering will exceed the purchase price of the related underlying assets as at the date of such offering (as the proceeds of the offering in excess of the purchase price of the underlying assets will be used to pay fees, costs and expenses incurred in making the offering and acquiring the underlying assets, as well as the Sourcing Fee to our Administrative Manager). If the underlying assets had to be sold and there had not been substantial appreciation of the underlying assets prior to such sale, there may not be sufficient proceeds from the sale of the underlying assets to repay investors the amount of their initial investment (after first paying off any liabilities on the underlying assets 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.

Operating Expenses that are incurred after each closing will reduce potential distributions, if any, and the potential return on investment resulting from the appreciation of the underlying assets, if any.

Operating Expenses incurred post-closing will be the responsibility of the applicable series. For our various series, the Operating Expenses may include expenses related to perfecting the rights to those assets and on-going maintenance of those assets (e.g., storage, insurance, administrative fees, etc.). If the Operating Expenses exceed the amount of revenues generated from the underlying assets related to such series, our Managers may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the series, on which our Managers may impose a reasonable rate of interest, and be entitled to reimbursement, and/or (c) cause additional shares of such series to be issued in order to cover such additional amounts.

If there is a reimbursement obligation to a Manager, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors, or could cause delays in distributions to investors (including the Preferred Return, if applicable). If additional series interests are issued, this would dilute the current value of the interests held by existing investors and the amount of any future distributions payable to such existing investors.

The success of any series depends in large part upon its Asset Manager and its ability to execute our business plan.

The successful operation of our series is in part dependent on the ability of the Asset Manager to effectively manage the underlying assets. Currently, StartEngine Assets LLC serves as the Asset Manager for all of our series. StartEngine Assets LLC has only been in existence since May 18, 2020 and has no significant operating history within the fine wine sector, trading card sector, art sector, or any other collectibles sector that would evidence an ability to source and manage and the underlying assets of the applicable series. If the Asset Manager cannot effectively source and manage the underlying assets of its series, investors may not receive the expected returns on their investment. Our Asset Managers also may face challenges in adjusting to management requirements associated with the size of investment we are seeking in this offering. For instance, if StartEngine Assets LLC cannot effectively scale-up its operations to assist with these increased needs, our business, and therefore your investment, may suffer.

Our Administrative Manager may sell its Shares post-closing which may result in a reduction in value of your Shares if there are too many series Shares available and not enough demand for those Shares.

Our Administrative may opt to forego a portion of the cash Sourcing Fee it is entitled to receive in exchange for shares of a particular series of equal value to the amount of the cash fee the Administrative Manager would have received from the full Sourcing Fee. Our Administrative Manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. There is a risk that a sale by our Administrative Manager may result in too many interests being available for resale and the price of the relevant series of interests decreasing as supply outweighs demand.

The success of our company (and therefore, each series) will be highly dependent on the expertise and performance of our Asset Managers and their teams, expert networks and other investment professionals. There can be no assurance that these individuals will continue to be associated with our Asset Managers. The loss of the services of one or more of these individuals could have a material adverse effect on the Asset Managers’ ongoing management and support of the investment of the holders of the series shares.

Each series of our company is expected to invest only in the related underlying assets; therefore, your investment will not be diversified and will appreciate or depreciate based on the value of the underlying assets regardless of market conditions.

It is not anticipated that any series would own any assets other than its related underlying assets, plus potential cash reserves for maintenance, storage, insurance and other expenses pertaining to the underlying assets and amounts earned by the related series from the monetization of the underlying assets, if any. Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to the interests offered hereby.

For our Original Wine Series, a series may never realize sufficient income or capital appreciation for delivering to our investors a preferred return.

For these series, our goal is to generate a preferred return for our investors in our series and to pay investors dividends; however, there can be no assurances that we will ever pay any dividends. Our operating agreement provides that each series will pay its Managers or their affiliates an Asset Management Fee which may reduce funds available to pay the Preferred Return to investors, or dividends from any Free Cash Flow available after such returns are paid. Further, each series will pay its Managers and their affiliates a Service Fee, which generally means that any funds remaining after payments of expenses and the Preferred Return will be split evenly between our Manager and the investors. The Service Fee will further reduce any additional dividends payable to investors above their Preferred Return, which lowers the value of your investment (compared to if the Asset Management and Service Fees were not paid to the Managers of a series).

Our series will generally not pay any dividend until a liquidation event.

The series will generally not distribute dividends until it sells the underlying asset(s), meaning that investors will only generally receive distributions upon a liquidation event. Upon such an event, investors will only receive payments after payment of fees to our Manager (e.g., the Asset Management Fee). At which point, investors will receive a return of their capital contribution (if there is sufficient funds) and, to the extent there are any remaining amounts, those will generally be split between our Manager and the investors, with the Managers receiving 20% of those amounts. The Asset Management and Service Fees lower the value of your investment (compared to if the Asset Management and Service Fees were not paid to the Managers of a series).

Our Managing Member in its sole discretion ultimately determine what distributions, if any will be made to holders of each series of securities.

Our Managing Member in its sole discretion ultimately determine when and what distributions, if any will be made to holders of each series of securities. For instance, the company may be required to create such reserves as our Administrative Manager deems necessary from time to time to meet future operating expenses, anticipated costs and liabilities of that series. That decision is ultimately reviewed by our Managing Member (consisting of our Administrative Manager) with no independent review or input from our investors. For clarity, investors do not have any rights under our operating agreement to audit, or otherwise receive an explanation regarding, decisions regarding their distribution rights. Moreover, if reserves are created, the Free Cash Flow otherwise available for distribution to holders of securities of that series will be reduced.

Operating expenses will be the responsibility of the applicable series. However, if the operating expenses of the series exceed the amount of revenues generated from the underlying assets related to such series, the Managing Member may issue additional shares in such series; determine that the Managing Member pay such excess operating expenses and not seek reimbursement; and/or enter into an agreement pursuant to which a Manager loans to the series an amount equal to the remaining excess operating expenses, on the Manager may impose a reasonable rate of interest, and be entitled to reimbursement.

In the case of reimbursement, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors of that series.

Any adverse changes in the financial health of our Manager and its affiliates could hinder a series’ operating performance and the return on your investment.

Currently for all our series, StartEngine Assets LLC is the Asset Manager and Administrative Manager. The Manager of our series has been delegated the responsibilities to manage the operations and portfolio of assets of that particular series. Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of the Manager of these series and its affiliates as well as the professionals relied on by the Manager in the identification and acquisition of investments and the management of assets in a series. Any adverse changes in the financial condition of the Manager of a series could hinder their ability to successfully manage the operations and portfolios of that series, negatively impacting your investment in that series.

Our success is dependent, in part, upon our ability to successfully conduct this offering through the StartEngine Platform, which makes an investment in us more speculative.

We will continue to conduct this offering primarily through the StartEngine Platform, which is owned by StartEngine Crowdfunding, LLC. Only a limited number of alternative asset investment opportunities have been offered through the StartEngine Platform prior to this offering. The success of this offering, and our ability to implement our business strategy, is dependent upon our ability to sell our series shares to investors through the StartEngine Platform. If we are not successful in selling our series shares through the StartEngine Platform, our ability to raise proceeds through this offering will be limited and we may not have adequate capital to implement our investment strategy. If we are unsuccessful in implementing our investment strategy, you could lose all or a part of your investment.

Risks Related to Assets of our Series

The underlying assets were selected based on the opinions of the Administrative Manager. There is no guarantee the Administrative Manager will be successful in selecting assets that will generate returns.

The criteria used by the Administrative Manager of the series (and any advisor to such series, including the Asset Manager of such series) to select the underlying assets is subjective in nature. There is no guarantee that the asset underlying each of the series will generate any returns for investors.

The asset classes for our underlying assets are hard to value and any valuations obtained are not guarantees of realizable price.

The asset classes for our collectibles can be difficult to value. We will strive to obtain proper valuations of the underlying assets based on quantifiable data (e.g. market performance, previous sales history, etc.) – however, valuations will also be based on subjective opinions of experts and the Asset Manager of our series, which may be inaccurate. As relevant, our Asset Manager will strive to source data from reputable valuation providers in the relevant industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain.

The value of the underlying assets can go down as well as up. Valuations are not guarantees of realizable price, do not necessarily represent the price at which our shares may be sold. The value of the underlying assets may be materially affected by a number of factors outside of our control, including, any volatility in the economic markets and the condition of the underlying assets.

Title or authenticity claims on an underlying asset may diminish value of the underlying asset, as well as the series that relates to such 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 collectibles), or that such claims may arise after acquisition of an underlying asset by a series. We may not have complete ownership history or restoration and repair records for an underlying asset. The underlying assets of our series will generally be originally sourced from individuals and entities that the Asset Manager and Administrative Manager of such series believes to have developed reputations in their respective areas, including wine brokers and sellers of collectibles (e.g., fine art, wine, watches, trading cards, comics, cars, memorabilia). Based on the reputations of those individuals and entities, those Managers then relies on those individuals and entities regarding the authenticity and ownership claims without undertaking an independent review of such claims. In the event of a title or authenticity claim against us, we may not have recourse against the asset seller or the benefit of insurance, and the value of the underlying asset and the series related to such underlying asset may be diminished.

Potentially high storage, maintenance and insurance costs for the underlying assets may adversely impact the value of the related series and the amount of distributions made to holders of shares. Further, the Asset Manager will rely on third parties to provide storage and maintenance.

In order to protect and care for our underlying assets, our Asset Manager must ensure adequate storage facilities, maintenance work and insurance coverage. The cost of care may vary from year to year depending on changes in the insurance rates and in the cost of storage. It is anticipated that as we acquire more assets that we acquire within a type of class (e.g., if we purchase fine art, wine, watches, trading cards, comics, cars, or memorabilia), our Asset Manager may be able to negotiate a discount on the costs of storage, maintenance and insurance due to economies of scale. These reductions are dependent on our acquiring a number of assets within a similar class of 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 will impact the value of the series, the amount of distributions made to investors holding the series, on potential proceeds from a sale of the underlying assets (if ever), and any capital proceeds returned to investors after paying for any outstanding liabilities.

Further, many of the underlying assets are fragile and can easily be damaged, stolen and/or destroyed in the absence of proper storage or maintenance. We will be relying on third-parties to provide such services to us. Any failure on their part, may have a material adverse effect on the value of your investment.

There is no assurance that the underlying assets we purchase will appreciate in value, and in fact, they may decrease in value.

There is no guarantee that any underlying asset we acquire will appreciate in value. There are a number of events that could cause our assets to depreciate in value or not appreciate as anticipated, including, but not limited to,

Wine Assets

any harm to the reputation of the producers of the fine wines we acquire, such as winemakers, wineries, or their respective owners, which could adversely impact the value of those wines.

change in consumer tastes, resulting in a decrease in demand for a previously popular wine variety.

sudden changes in availability of specific wines, or wines from a particular region, which reduce the value of the wines in those categories that we hold.

Collectible Assets (fine art, watches, trading cards, comics, cars, memorabilia)

any harm to the reputation of artists and/or manufacturers related to the collectibles we acquire, which could adversely impact the value of those collectibles.

Any downturn in the relevant collectibles industry.

Furthermore, as wine and other collectibles are collectible items, the value of such collectables may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in wine and collectables. In the event of a downturn in the industry, the value of the underlying assets is likely to decrease.

The above occurrences, as applicable, could have a material adverse effect on the value of our underlying assets, and as such, the value of your investment in the series.

If there are multiple underlying assets in a series, forced sale of one or more of the underlying assets at a lower value than when the asset was first acquired may diminish the value of the series that owns those particular assets.

If there are multiple underlying assets in a series, we may be forced to sell certain underlying assets we have acquired in the case of an unexpected event necessitating us to acquire cash, and such a sale may occur at an inopportune time or at a lower value than when the underlying asset was first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase such underlying assets. In such circumstances, the capital proceeds obtained for the underlying asset, and therefore, the return available to investors, may be lower than could have been obtained if the underlying assets continued to be held by us and sold at a later date.

If we are unable to liquidate an underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment. Further, we may have to hold on to underlying assets for a long period of time, which may not be suitable for some investors.

Our strategy is to acquire underlying assets, hold such assets for a period of time and then sell such assets at a premium over our acquisition price so that investors in our series can make a return on their investment. For certain assets, there may be an average time horizon, for example, we anticipate holding wine assets on average between one to five years; however, for other assets the liquidity time frame may be significantly longer, for example for collectible assets it may be up to twenty years. If we are unable to sell an underlying asset at a time when we desire to do so or at all, we may not be able to realize a return on that investment, or lose that investment altogether. Further, we may end up holding our underlying assets for a long period of time before we are able to monetize (i.e. sell) such assets, which could result in long periods of time in which investors do not realize returns on their investments. This may make an investment in any of those series unsuitable for investors that cannot withstand such long holding periods.

Potential loss of or damage to an underlying asset could adversely impact the value of the underlying asset, the series related to the underlying asset, or the likelihood of any distributions made by us to investors.

Our underlying assets may be lost or damaged by causes beyond our reasonable control when in storage or in transit. In general, any damage to our underlying assets (e.g., for wine it would most commonly be, bottle breakage or spoilage of wine) could result in the loss of value of the underlying asset, and for certain assets, for example wine, it may be a complete loss of value. 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 the underlying assets can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value of the damaged asset. Such an occurrence would negatively affect the value of the series related to those such asset or assets, as well as the likelihood of any distributions being made by us to the investors.

Competition in the collectibles industry from other business models may make it difficult to obtain underlying assets.

There is potentially significant competition for the underlying assets from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players, such as collectibles dealers and auction houses, continue to play an increasing role. In addition, the underlying market is being driven by the increasing number of widely popular collectibles TV shows, including Antiques Roadshow, Storage Pickers, American Pickers and Pawn Stars. This competition may impact the liquidity of a series, as it is dependent on our acquiring attractive and desirable underlying assets to ensure that there is an appetite of potential investors for the interests. In addition, there are companies that have developed and are developing crowd funding models to enter this market.

Restoration or repair of an underlying asset may result in a decrease in the value of the underlying asset.

Although we do not intend to undertake restoration or repair of the underlying assets, there may be situations in the future that we are required to do so (e.g., due to natural wear and tear and through the use of the underlying assets). Where we do so, we will be dependent on the performance of third-party contractors and sub-contractors and may be exposed to the risks that a project will not be completed within budget, within the agreed timeframe or to the agreed specifications. While we will seek to mitigate our exposure by negotiating appropriate contracts, including appropriate warranty protection, any failure on the part of a contractor to perform its obligations could adversely impact the value of the underlying assets and, therefore, the value of the series related to such underlying assets.

In addition, the successful restoration or repair of the collectibles may be dependent on sourcing replacement original and authentic paint or parts. Original paint or parts for collectibles are rare and in high demand and, therefore, at risk of being imitated. There is no guarantee that any paint or parts sourced for the underlying assets will be authentic (e.g., not a counterfeit). If such paint or parts cannot be sourced or those paints or parts that are sourced are not authentic, the value of the underlying assets and, therefore, the value of the series related to such underlying assets may be materially adversely affected. Furthermore, if an underlying asset is damaged, we may be unable to source original and authentic paint or parts for the underlying asset, and the use of non-original and authentic paint or parts may decrease the value of the underlying asset.

Insurance may not cover all losses, which may result in an operating loss and likelihood that distributions will not be made by us.

Insurance of the underlying assets 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 our economic position with respect to any affected underlying assets. 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 the value of the affected underlying assets and, consequently, the series that relate to such underlying assets.

We may be associated with third-party liability and exposed to reputational harm as a result of wrongful actions by certain third parties.

Each series will assume all of the ownership risks attached to its underlying assets, including third-party liability risks. Therefore, the series may be liable to a third party for any loss or damages incurred by it in connection with its underlying assets. This would be a loss to our company and, therefore, deductible from any income or capital proceeds payable in respect of the series from the related underlying assets, in turn adversely affecting the value of the series to which the underlying assets relate and the likelihood of any distributions being made by us.

We could be exposed to losses and/or reputational harm as a result of various claims and lawsuits incidental to the ordinary course of our business.

We may become involved in various legal proceedings, lawsuits and other claims incidental to the ordinary course of our business. We are required to assess the likelihood of any adverse judgments or outcomes in these matters, as well as potential ranges of probable or reasonably possible losses. A determination of the amount of losses, if any, to be recorded or disclosed as a result of these contingencies will be based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel. The amount of losses recorded or disclosed for such contingencies may change in the future due to new developments in each matter or a change in settlement strategy.

The value of the underlying assets may depend on a prior owner or association and, therefore, may be out of our control.

The value of an underlying asset may be connected with its prior ownership by, or association with, a certain person or group or in connection with certain pop culture events or films. In the event that such person or group loses public affection, then this may adversely impact the value of the underlying asset and, therefore, the series that relates to such underlying asset.

Digital assets are subject to risks of loss and theft that differ from physical assets.

Distributed ledgers are used to record transfers of ownership of digital assets, including, without limitation, non-fungible tokens (which we refer to as “NFTs”), which are custodied, or “held,” in digital wallets, or “wallets,” and are solely represented by ledger balances and secured by cryptographic key pairs, a public key for transfers into the respective cryptographic wallet and a private key for accessing the subject cryptographic wallet and managing the digital assets held therein. Only the public key address will be generally exposed to the public on the respective distributed ledger. The associated private key is necessary to affect the sale or transfer of digital assets and, as such, is meant to be kept private. Once a wallet is created, a randomly generated 12-word seed phrase is given that is needed to access the wallet on another device. On the initial device or additional devices if the seed phrase is held, wallets are accessed via device-specific passwords.

As such, digital assets are vulnerable to loss. Particularly, if our Managing Member (or other custodian, as applicable) loses the seed phrase and is also unable to access a wallet via device-specific password, any digital assets held in such wallet will be permanently lost. While our Managing Member intends to employ commercially reasonable measures to prevent any such loss, there is no guarantee that such a loss will not occur.

Similarly, digital assets may also be as vulnerable to cyber theft as a traditional online brokerage account would be. In particular, if our Managing Member (or other custodian, as applicable) is hacked and any one or more of the private keys or the seed phrase are stolen, the thief could transfer the digital assets to its own account and/or sell such digital assets (as applicable). Further, while our Managing Member intends to employ commercially reasonable measures to prevent any such data breach, there is no guarantee that such a data breach will not occur and/or that if such a breach were to occur that it could be detected in time to prevent the unauthorized sale/transfer/use of the affected digital assets. See “The Underlying Assets—Storage” for a description of our Managing Member’s security and storage protocols for digital assets.

Digital asset transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions or technology failures in our Managing Member’s wallet may not be recoverable.

Digital assets are bearer assets, with whoever holds the asset being the owner. Accordingly, digital asset transactions may be irreversible, and our Managing Member may irreversibly lose an underlying digital asset in a variety of circumstances, including in connection with fraudulent or accidental transactions, technology failures in wallet software or cyber-security breaches. Losses due to fraudulent or accidental transactions may not be recoverable.

There is currently no insurance available for NFTs, and future costly insurance for NFTs may adversely impact the value of related series and the amount of distributions made to holders of interests.

There is currently no insurance available for NFTs, and insurance may never be available from traditional providers, so our Managing Member self-insures underlying NFTs on behalf of our company. Accordingly, until traditional insurance is available for NFTs, protection of NFTs through insurance is solely dependent on our Managing Member, and thus dependent on the expertise and performance of our Managing Member and its team. See “The Underlying Assets—Insurance” for a description of how our Managing Member self-insures NFTs.

Should traditional insurance become available, the cost of protecting such NFTs may be substantial and may vary from year to year depending on changes in the insurance rates for covering the underlying assets. If costs turn out to be higher than expected, this would impact the value of the series, the amount of distributions made to investors holding the series, potential proceeds from a sale of the related underlying NFT (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.

There is no guarantee that digital assets will hold their value or increase in value, and you may lose the amount of your investment in a related series in whole or in part.

Digital assets are highly speculative, and any return on an investment in a series holding a digital asset or digital assets as its underlying asset(s) is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond our control. There is no assurance that investors will realize any return on their investments or that their entire investment will not be lost.

In particular, digital assets are a new and relatively untested asset class. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth and others. In addition, the success of digital assets will depend on whether blockchain and other new technologies related to such assets turn out to be useful and economically viable.

The prices of digital assets are extremely volatile, and the value of underlying digital assets, and consequently the value of related series and the amount of distributions made to holders of interests, may be materially adversely affected as a result.

The volatility and unpredictability of the price of digital assets relative to fiat and other currency may result in significant loss over a short period of time. The prices of digital assets and cryptocurrencies, such as Bitcoin and Ether, have historically been subject to dramatic fluctuations, and are highly volatile, and the market price of underlying digital assets may also be highly volatile, which in turn may result in a decline in value of the related series and the amount of distributions made to holders of interests in such series. Several factors may influence the market price of underlying digital assets, including, but not limited to:

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the availability of an exchange or other trading platform for digital assets;

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general adoption of online digital asset exchanges and digital wallets that hold digital assets, the perception that the use and holding of digital assets as safe and secure and the regulatory restrictions on their use;

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changes in the software, software requirements or hardware requirements underlying any digital assets;

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currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies;

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government-backed currency withdrawal and deposit policies of digital asset exchanges;

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interruptions in service from or failures of a major digital asset exchange on which digital assets are traded;

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investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in digital assets;

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coordinated algorithmic behavior, including trading, by a large pool of small digital token holders;

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monetary policies of governments, trade restrictions, currency devaluations and revaluations;

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regulatory measures, if any, that affect the use or holding of digital assets;

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global or regional political, economic or financial events and situations; and

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expectations among participants that the value of digital assets will soon change.

In addition, decreases in the price of even a single other digital asset may cause volatility in the entire digital asset industry and may affect the value of other digital assets, including any underlying digital assets. For example, a security breach or any other incident or set of circumstances that affects purchaser or user confidence in Ether or another well-known cryptocurrency such as Bitcoin may affect the industry as a whole and may also cause the price of other digital assets, including, without limitation, NFTs, to fluctuate.

There can be no assurance that the market for NFTs will be sustained, which may materially adversely affect the value of NFTs, and consequently the value of related series and the amount of distributions made to holders of interests.

The market for NFTs, whether digital art or otherwise, is still nascent, with most growth having occurred in 2020 and the quarter of 2021, and may not be sustained. If the market for NFTs is not sustained, it may be difficult or impossible for us to resell any underlying NFT asset, or to sell at a desirable price. The volatility and unpredictability of the price of NFTs relative to fiat and other currency may result in significant loss over a short period of time. The prices of NFTs have already been subject to dramatic fluctuations, and are highly volatile, which in turn may result in a decline in value of the related series and the amount of distributions made to holders of interests in such series.

The Ethereum blockchain on which ownership of underlying digital assets is recorded may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches or the loss, decline in value or theft of underlying digital assets.

Underlying digital assets rely on the Ethereum blockchain to operate. As a result, underlying digital assets are subject to a number of reliability and security risks attendant to blockchain and distributed ledger technology, including malicious attacks seeking to identify and exploit weaknesses in the software. Such attacks may materially and adversely affect the Ethereum blockchain, which may in turn materially and adversely affect the transfer or storage of underlying digital assets. As a result of these and other risks of malicious attacks, there can be no assurances that the transfer or storage of underlying digital assets will be uninterrupted or fully secure. Any such interruption or security failure may result in impermissible transfers, decline in value or a complete loss of underlying digital assets.

The technology underlying blockchain technology is subject to a number of known and unknown technological challenges and risks that result in decline in value of underlying digital assets.

The blockchain technology used in connection with digital assets, which is sometimes referred to as “distributed ledger technology,” is a relatively new, untested and evolving technology. It represents a novel combination of several concepts, including a publicly available database or ledger that represents the total ownership of digital assets at any one time, novel methods of authenticating transactions using cryptography across distributed network nodes that permit decentralization by eliminating the need for a central clearinghouse while guaranteeing that transactions are irreversible and consistent, differing methods of incentivizing this authentication by the use of blocks of new tokens issued as rewards for the validator of each new block or transaction fees paid by participants in a transaction to validators and hard limits on the aggregate amount of digital assets that may be issued. As a result of the new and untested nature of blockchain technology, digital assets are vulnerable to risks and challenges, both foreseen and unforeseen. Examples of these risks and challenges include:

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The Ethereum blockchain may either increase or decrease the incentive payments required to complete transactions on the Ethereum blockchain, which could materially and adversely affect the transfer or storage of underlying digital assets. Because our Managing Member plans to pay the cost of Ethereum transaction fees for transfers of underlying digital assets, this could also materially and adversely affect the business of our Managing Member. In addition, changes could also reduce the number of validators on the Ethereum blockchain, which could possibly leave the Ethereum blockchain increasingly vulnerable to a so-called 51% attack.

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The expansion of the Ethereum blockchain and effecting the creation, transfer and storage of digital assets, which currently relies on a “proof-of-work” consensus protocol system whereby blocks are awarded based on the solving of computationally difficult problems, has resulted in Ethereum validators using increasing amounts of energy that may be unsustainable as the system continues to grow, and which may draw unfavorable regulatory attention. Further, when or if the Ethereum blockchain switches to either a hybrid “proof-of-work and proof-of-stake” or “proof-of-stake” consensus protocol system, an Ethereum-wide change to its consensus protocol may present additional risks. For example, transactions in digital assets may not be processed as presently contemplated in the period of time during or after the switch in consensus protocols, which may materially and adversely affect the transfer or storage of underlying digital assets.

Although there may be solutions that have been proposed and implemented to these and other challenges facing various digital assets, the effectiveness of these solutions has not been proven. Further, other challenges may arise in the future that we cannot predict. For example, advances in cryptography and/or technical advances, such as the development of quantum computing, could present risks to the current digital assets by undermining or vitiating the cryptographic consensus mechanism that underpins the Ethereum blockchain protocol. Similarly, legislatures and regulatory agencies could prohibit the use of current and/or future cryptographic protocols which could result in a significant loss of value or the termination of digital assets. Accordingly, the further development and future viability of digital assets in general is uncertain, and unknown challenges may prevent their wider adoption.

The technology underlying blockchain technology is subject to a number of industry-wide challenges and risks relating to consumer acceptance of blockchain technology. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have a material adverse effect on the successful adoption of the tokens. The value of underlying digital assets, and consequently the value of related series and the amount of distributions made to holders of interests, may be materially adversely affected as a result.

The growth of the blockchain industry in general, as well as the Ethereum blockchain on which underlying digital assets rely, is subject to a high degree of uncertainty regarding consumer adoption and long-term development. The factors affecting the further development of the blockchain and digital asset industry include, without limitation:

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worldwide growth in the adoption and use of digital assets and other blockchain technologies;

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government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

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the maintenance and development of the open-source software protocol of blockchain networks;

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changes in consumer demographics and public tastes and preferences;

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the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets, including new means of using government-backed currencies or existing networks;

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the extent to which current interest in digital assets represents a speculative “bubble”;

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general economic conditions in the United States and the world;

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the regulatory environment relating to digital assets and blockchains; and

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a decline in the popularity or acceptance of digital assets or other blockchain-based tokens.

The digital asset industry as a whole has been characterized by rapid changes and innovations and is constantly evolving. Although it has experienced significant growth in recent years, the slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of digital assets. In particular, the slowing or stopping of the development, general acceptance and adoption and usage of the ERC-721 protocol may deter or delay the acceptance and adoption of NFTs created using this protocol.

The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and/or blockchain assets generally or the ERC-721 protocol in particular may adversely impact the value of underlying digital assets or NFTs, as applicable, and consequently, the series related to the underlying digital asset(s), as well as decrease the likelihood of any distributions being made by us to the investors. The value of specific underlying digital assets, and consequently the value of related series, relies on the development, general acceptance and adoption and usage of the applicable blockchain network in that demand depends on ability to readily access the applicable network. For example, the slowing or stopping of general acceptance of the ERC-721 protocol could platforms such as Nifty Gateway ceasing to support the protocol, which in turn could reduce demand for NFTs based on such protocol and result in a decline or complete loss in value of underlying NFTs and the related series.

The value of digital art NFTs relies in part on the development, general acceptance and adoption and usage of blockchain assets, rather than solely on the digital artwork itself.

Digital art NFTs are a means to establish proof of ownership of digital art through cryptographic key pairs, the public key of the creator(s) or artist(s) who created the digital artwork and the private key of the holder representing a verified instance (whether unique or part of a series) of that digital artwork. The purchase of a digital art NFT gives the holder the right to hold, transfer and/or sell the NFT. The NFT does not, itself, include any physical manifestation of the digital art. The value of digital art NFTs is derived from the cryptographic record of ownership, rather than solely on the digital artwork itself; a digital artwork originated as an NFT (i.e., the actual file or files constituting the artwork of which ownership is represented by an NFT) may have no value absent the NFT, depending on what other rights were conveyed with the NFT, for example a copyright interest that could be transferred separate from the NFT. Thus, the value of the digital art NFT relies in part on the continued development, general acceptance and adoption and usage of the applicable blockchain.

The Ethereum blockchain network on which the ERC-721 protocol is based, and thus ownership and transfer of underlying NFT assets are recorded, utilizes code that is subject to change at any time. These changes may have unintended consequences for underlying NFT assets.

Underlying NFT assets are built as ERC-721 tokens recorded on the Ethereum blockchain. In addition to the aforementioned risks regarding development and acceptance of blockchain networks or the price of blockchain assets that may negatively affect the Ethereum network, other changes, such as upgrades to Ethereum’s blockchain, a hard fork in Ethereum or a change in how transactions are confirmed on the Ethereum blockchain, may have unintended, adverse effects on NFTs built under the ERC-721 standard. Any such changes to the Ethereum network could negatively affect the value of underlying NFT assets.

Forks may be implemented on the Ethereum blockchain in a manner that may affect the value of underlying NFT assets, and may ultimately result in duplicate records of underlying NFT assets.

Third-party groups or individuals involved in the network may at any time propose upgrades or changes to the open-source software underlying the Ethereum blockchain that can result in prolonged “forks” in the Ethereum blockchain. While we do not believe that these changes present significant risks to the underlying NFT assets, there is, however, a possibility that these changes could result in disagreements regarding which record of an NFT should be recognized as legitimate. Our Managing Member would publicly disclaim such a duplicate record as legitimate and work with the community to ensure adoption of only the original record.

Risks Related to Potential Conflicts of Interest

Management Compensation

None of the compensation set forth under “Management Compensation” was determined by arms’ length negotiations, including the Sourcing Fee, Administrative Fee and Service Fee. It is anticipated that the commissions and profits received by the Managers may be higher or lower depending upon market conditions.

Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our Managers and Managing Member.

Our operating agreement provides that each of our Managers and Managing Member, in exercising its rights in its capacity as Manager or Managing Member, as applicable, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our operating agreement, the Limited Liability Company Act (the “LLC Act”) or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law.

Our Manager faces a conflict of interest because the amount they receive for services performed for us is based on our Free Cash Flow, for which they are responsible for calculating.

Our operating agreement provides that each series will pay our Manager or its affiliates a Service. See “Management Compensation” for further details. The calculation of our Free Cash Flows involves certain subjective judgments including determining the amount to set aside for reserves, and assumptions for depreciations or classification of certain cash amounts. Because the calculation of the Free Cash Flow involves subjective judgment, there can be no assurance that the assumptions used by our internal accountants and team members of our Administrative Manager and Asset Manager to calculate our Free Cash Flow, or the resulting Free Cash Flow, will be identical to the assumptions that would be used, or the Free Cash Flow that would be calculated, by an independent consultant. In addition, our Managers may benefit by selling or disposing of our assets at times when our shareholders may be better served by holding our assets or may benefit from increasing the amount of risk in a series in order to increase the amount they may receive in a particular year as their Service Fee.

Conflicts may arise from allocations of income and expenses as between series.

There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific series and certain series may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, including how it may impact our Service Fee, our Managers would be conflicted from acting in the best interests of our company as a whole. While we presently intend to allocate expenses as described in “The Company’s Business—Allocations of Expenses,” our Managers have the right to change this allocation policy at any time without further notice to investors.

There may be conflicting interests among our Managers and investors.

Our Managing Member has the ability to unilaterally amend the operating agreement and allocation policy. As our Managing Member is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as the Administrative Manager of our company or a series or may amend it in a way that is not beneficial for all investors. In addition, the operating agreement seeks to limit the fiduciary duties that our Managing Member owes to investors in our company and its series. Therefore, our Managing Member is permitted to act in its own best interests rather than the best interests of the investors. See “The Company’s Business” for more information.

Conflicts may exist between legal counsel, our company, our Asset Managers and their affiliates.

Our legal counsel is also counsel to our Asset Managers and their affiliates, and may serve as counsel with respect to a series. Because such legal counsel represents both our company and such other parties, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between us and any of the other parties, legal counsel may represent such other parties and not our company or a series. Legal counsel may, in the future, render services to us or other related parties with respect to activities relating to our company as well as other unrelated activities. Legal counsel is not representing any prospective investors in connection with any offering and will not be representing equity holders of our company other than our Asset Managers, although the prospective investors may rely on the opinion of legal counsel with respect to the validity of the securities filed as Exhibit 12.1 to the offering statement. Prospective investors are advised to consult their own independent counsel with respect to the other legal and tax implications of an investment in our securities.

Certain aspect of the compensation structure we have in place for Managers of our series may lead to conflicts of interest between a series and its investors.

The Manager of a series is entitled to a Service Fee which will generally be 20% of any Free Cash Flow (half of which will go to the Asset Manager of that series, with the remaining half going to the Administrative Manager) (See the “Management Compensation” section this Offering Circular). However, for certain series, the Service Fee may be 50%. Moreover, for many of our series the Service Fee may only be paid at liquidation, after returning capital contributions to our investors. If a series is underperforming, it may be very difficult for the Managers to generate enough cash flow to earn a Service Fee. Further, for certain series, there is a Preferred Return, which would get paid ahead of the Service Fee. This could have an adversely affect the incentives for the series Managers to perform their duties, and may cause they do not perform their duties altogether for a series. Such a result would adversely impact the value of your investment in that particular series.

Our Asset Manager will be the Asset Manager for all of our series may face conflicts of interest resulting from providing services to our series and to other entities to which the Asset Managers provide services.

StartEngine Assets is also the Asset Manager for other affiliated companies, and may perform similar services for other companies and entities. There is a risk that our Asset Managers will not allocate desirable time to working on your series, including arranging for timely liquidations or devising a way to monetize the series prior to a liquidation.

Risks Relating to the Offering and Ownership of Our Series Shares

We intend to have our securities quoted on a new alternative trading system (“ATS”), and there can be no assurances that any public market will ever develop; even if developed, trading is likely to be subject to significant price fluctuations.

The only formal marketplace for the resale of our securities will be StartEngine Secondary, an ATS operated by our affiliate, StartEngine Primary LLC. StartEngine Secondary is a new entrant to the alternative trading system market and our securities have yet to be resold on the ATS. Consequently, there can be no assurances as to whether:

any market for shares in any series will develop;

the price at which shares for a series will trade; or

the extent to which investors in us will lead to the development of an active, liquid trading market.

Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investments. Until an orderly market develops in the shares of any series, if ever, the price at which they trade is likely to fluctuate significantly. Prices for shares in a series will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for those shares, developments affecting our business, including the impact of the factors referred to elsewhere in these risk factors, investor perception of our company and a particular series and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of a series. We cannot assure you that trading prices for shares of a particular series will not be significantly lower than the price at which such securities are sold in this offering.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under our operating agreement or subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the operating agreement or subscription agreement.

Investors in this offering will be bound by our operating agreement, which establishes the rights of members and rules for governance of our company. Under Section 15.08 of our operating agreement, investors waive the right to a jury trial of any claim they may have against our company arising out of or relating to the operating agreement, or the action of becoming an interest holder in a series. This includes legal actions that include claims based on federal securities laws. In addition, investors in this offering will also execute a subscription agreement with a similar jury trial waiver. By subscribing to an offering of a series, the investor signs the subscription agreement by which the investor agrees to adhere to the operating agreement, under both of which such investor waives their right to our jury trial.

If we opposed a jury trial demand based on one of the waivers, a court would determine whether such 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 a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the operating agreement and subscription agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to each of the operating agreement and subscription agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.

If you bring a claim against our company in connection with matters arising under the operating agreement and/or subscription agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against our company. If a lawsuit is brought against our company under the operating agreement or subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the either agreement with a jury trial. No condition, stipulation or provision of the either agreement serves as a waiver by any member of a series or by our company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to those in the operating agreement and subscription agreement.

Our operating agreement and subscription agreement have forum selection provisions that requires that certain disputes be resolved in the Court of Chancery of the State of Delaware, regardless of convenience or cost to shareholders.

Under our subscription agreement and under Section 15.08 of our operating agreement, shareholders are required to resolve disputes related to the governance of our company in the Court of Chancery located in the State of Delaware. The forum selection provision in our operating agreement applies to any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with our operating agreement, or the transactions authorized by the agreement, including that of the admission of shareholders to a series of our company. The forum selection provision in our subscription agreement applies to all actions or proceedings relating to the subscription agreement.

Our operating agreement and subscription agreement further provide that, should the Court of Chancery in the State of Delaware not have jurisdiction over the matter, the suit, action, or proceeding may be brought in the appropriate federal or state court located in the State of Delaware. We intend for these forum selection provisions to also apply to claims brought under federal securities law. Our company acknowledges that, for claims arising under the Exchange Act, 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, requiring such matters to be heard in federal court. In contrast, Section 22 of the Securities Act provides for concurrent jurisdiction between federal and state courts for matters arising under the Securities Act.

The forum selection provisions in our operating agreement and subscription agreement may limit shareholders’ ability to obtain a favorable judicial forum for disputes with us our Managers, employees or agents, which may discourage lawsuits against us and such persons. The requirement that any action be heard in the Chancery Court of Delaware, or alternatively in a competent court in the State of Delaware, if applicable, may also create additional expense for any person contemplating an action against our company, or limit the access to information to undertake such an action, further discouraging lawsuits.

It is also possible that, notwithstanding the forum selection clauses included in our operating agreement and subscription agreement, a court could rule that such provisions are inapplicable or unenforceable. Alternatively, if a court were to find one or both provisions inapplicable to, or unenforceable in, an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

If our series limited liability structure is not respected, then investors may have to share in any liabilities of our company with all investors and not just those who hold the same series of interests as them.

Our company is structured as a Delaware series limited liability company that issues different series of interests for each underlying asset or group of underlying assets. Each series of interest will merely be a separate series and not a separate legal entity. Under 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 our series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold the same series 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 the series to the 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 our company generally where the assets of such other series of interests or of our company generally are insufficient to meet our liabilities.

If any fees, costs and expenses of our company are not allocable to a specific series of interests, they will be borne proportionately across all of the series of interests. Although our Managing Member (with assistance from the Administrative Manager) will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “The Company’s Business—Allocations of Expenses”), 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.

Possible changes in federal/local tax laws or the application of existing federal/local tax laws may result in significant variability in our results of operations and tax liability for the investor.

The Internal Revenue Code of 1986, as amended, is subject to change by Congress, and interpretations 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 shares of our company would be limited to prospective effect. 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.

Furthermore, investors may reside in various tax jurisdictions throughout the world. Failure to assess or pay the correct amount of tax on a transaction may expose us to claims from tax authorities.

DILUTION

Under our operating agreement, we have authority to issue an unlimited number of additional shares or other securities in each series. After your investment in this offering, the Managing Member may elect to: (i) sell additional shares in this or future public offerings (whether on Form 1-A or otherwise), (ii) issue equity interests in private offerings or (iii) issue shares for payment as compensation our Managers or third-parties. To the extent we issue additional shares in a series after your purchase shares of that series in this offering, your percentage ownership interest in that series will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you could also experience dilution in the book value and fair value of your shares.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

We are offering, on a best efforts basis, the shares (consisting of membership interests) of each of the series of our company in the “Series Offering Table” beginning on page 9 of this Offering Circular. The offering price for each series was determined by our Administrative Manager.

The minimum subscription by an investor is listed in the “Series Offering Table” and the maximum subscription by any investor is for interests representing 5% of the total interests of a particular series, although such minimum and maximum thresholds may be waived or modified by our Administrative Manager in its sole discretion.

For up to the first thirty days of an offering of a series, the Administrative Manager may choose, in its sole discretion, to open the offering of a series exclusively to members of the StartEngine OWNers bonus program. During this period, the entire offering of a series will be available to be purchased exclusively to members of the StartEngine OWNers bonus program. The StartEngine OWNers bonus program is a voluntary membership program offered by StartEngine Crowdfunding, Inc., whereby any member may get access to certain perks and benefits of offerings taking place through the StartEngine Platform. Further, membership does not create any requirements or obligations for members other than payment of the annual fee. Members enroll in the program for an annual fee of $275. Membership will auto renew every year. A member of the program can cancel their membership at any time. Once the member cancels, their membership will expire on the next anniversary of their membership. For purposes of an offering of a series where the Administrative Manager makes the offering exclusive to members for a period of time, any person who is a member of the StartEngine OWNers bonus program at the time of investment would be determined to be eligible to invest as a member of the OWNers bonus program.

There will be a separate closing with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of shares offered for a series have been accepted or (ii) a date determined by our Administrative Manager in its sole discretion, provided that subscriptions for the minimum number of shares offered for a 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 thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by the Administrative Manager in its sole discretion, or (ii) any date on which our Administrative Manager elects to terminate the offering for a particular series in its sole discretion. In the case where the company enters into a purchase option agreement, an offering may never be launched, or a closing may not occur, in the case the company does not exercise the purchase option before the purchase option agreement’s expiration date, or the expiration date is not extended.

StartEngine Assets LLC (our Managing Member and Administrative Manager) may purchase shares offered in a series’ offering for the same price as all other investors, subject to the same minimum and maximum investment thresholds as other investors in that offering, although such minimum and maximum thresholds may be waived or modified by StartEngine Assets in its sole discretion.

The company is initially offering its securities in all states other than Florida and Texas. The company may choose to make the appropriate filings to become an “issuer-dealer” in these states, or to record company officers as agents, in which case it will start to sell in those states. In the event the company makes arrangements with a broker-dealer (including an affiliated broker-dealer) to sell into these or other states, it will file a Supplement to this Offering Circular.

The company’s Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the startengine.com website.

Process of Subscribing

After the Commission has qualified the offering statement, we will accept tenders of funds to purchase the shares of series of our company. Prospective investors who submitted non-binding indications of interest during the “test the waters” period will receive an automated message from us indicating that the offering for a particular series is open for investment.

Provided that subscriptions for the minimum number of interests offered for a series have been received, the company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). However, to the extent a series has the same minimum and maximum, the company will undertake a single closing for investors in that series. Investors may subscribe by tendering funds by wire, credit, or debit card or ACH transfer to the escrow account to be set up by the Escrow Agent. Tendered funds will remain in escrow until closing has occurred. Upon closing, funds tendered by investors will be made available to the company for its use.

Investors will be required to complete a subscription agreement in order to invest in a particular series. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of his or her annual income or 10% of your net worth (excluding the investor’s principal residence).

The subscription procedure is summarized as follows:

Go to the company’s page on www.startengine.com/assets and click on the “Invest Now” button;

Complete the online investment form;

Deliver funds directly by wire, debit card, credit card or electronic funds transfer via ACH to the specified account;

Once funds or documentation are received an automated AML check will be performed to verify the identity and status of the investor;

Once AML is verified, investor will electronically receive, review, execute and deliver to us a subscription agreement.

The company has entered into an Escrow Services Agreement with Prime Trust LLC (“Prime Trust” or the “Escrow Agent”). Prime Trust is a Nevada registered trust company that offers escrow services as well as an integrated technology platform for processing investment transactions. The company has agreed to pay Prime Trust: (i) technology transaction fee of $2.50 per for each subscription processed regardless if the company accepts the investment, (ii) $250 for escrow account set up fee, (iii) $25 per month for so long as the offering is being conducted, (iv) for investments over $2,000, $2 per domestic investor (individual) and $5 per domestic investor (entity) for anti-money laundering check (up to $60 for international investors (individuals) and $75 for international investors (entities)), (v) $3.00 per investor (one-time accounting fee upon receipt of funds), and (vi) any applicable fees for fund transfers (ACH $1, check $10, wire $15 or $35 for international). Each series will generally be responsible for fees due to the Escrow Agent, which are categorized as Offering Expenses.

Investor funds will be held by the Escrow Agent pending closing or termination of the offering. All subscribers will be instructed by the company or its agents to transfer funds by wire, credit or debit card, or ACH transfer directly to the escrow account established for this offering. The company may terminate the offering for a particular series at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving shares; escrowed funds may be returned.

Prime Trust is not participating as an underwriter or placement agent or sales agent of this offering and will not solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, and no communication through any medium, including any website, should be construed as such, or distribute this Offering Circular or other offering materials to investors. The use of Prime Trust’s technology should not be interpreted and is not intended as an endorsement or recommendation by it of the company or this offering. All inquiries regarding this offering or escrow should be made directly to the company.

In the event that the company terminates the offering while investor funds are held in escrow, those funds will promptly be refunded to each investor without deduction or interest and in accordance with Rule 10b-9 under the Exchange Act.

No Selling Security holders

No securities are being sold for the account of security holders. All net proceeds of this offering will go to the company.

Transfer Agent and Registrar

The company has engaged StartEngine Secure LLC, a registered transfer agent with the SEC, who will serve as transfer agent to maintain shareholder information on a book-entry basis. StartEngine Secure LLC is an affiliate of our company and its Managers.

Provisions of Note in Our Subscription Agreement

While there is a separate subscription agreement that will be used in connection with each series’ offering, the same form of subscription agreement will be used for each series. Our “form” subscription agreement includes forum selection provisions that require any claims against the company based on the subscription agreement not arising under the federal securities laws to be brought in a court of competent jurisdiction in the State of Delaware. These forum selection provisions may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted these provisions to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers not to lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company.

Jury Trial Waiver

While there is a separate subscription agreement that will be used in connection with each series’ offering, the same form of subscription agreement will be used for each series. Our “form” subscription agreement includes forum selection and jury waiver provisions. See, “Securities Being Offered – Exclusive Jurisdiction” and “Securities Being Offered – Waiver of Right to Trial by Jury” and for more information on these provisions.

USE OF PROCEEDS TO ISSUER

The allocation of the net proceeds of each offering set forth below represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Managers of each series reserve the right to modify the use of proceeds based on the factors set forth below. Neither our company nor any series are expected to keep any of the proceeds from any offering. In the event that less than the maximum number of shares are sold in connection with any offering, our Administrative Manager may pay, and not seek reimbursement for, any Brokerage Fees and Acquisition Expenses.

Series Wine #2005LPIN

The table below sets forth our estimated use of proceeds from this Series Wine #2005LPIN offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	48,777.30		83.34	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	9,752.70		16.66	%
Total Fees and Expenses	$	58,530.00		100.0	%
Total Proceeds	$	58,530.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2005LPIN Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.66% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2005LPIN reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2015HBRI

The table below sets forth our estimated use of proceeds from this Series Wine #2015HBRI offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	34,480.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	6,900.00		16.67	%
Total Fees and Expenses	$	41,380.00		100.0	%
Total Proceeds	$	41,380.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2015HBRI Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2015HBRI reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2000EGLC

The table below sets forth our estimated use of proceeds from this Series Wine #2000EGLC offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	43,688.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	8,742.00		16.67	%
Total Fees and Expenses	$	52,430.00		100.0	%
Total Proceeds	$	52,430.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2000EGLC Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2000EGLC reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2016CHAM

The table below sets forth our estimated use of proceeds from this Series Wine #2016CHAM offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	4,303.22		83.40	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	856.78		16.60	%
Total Fees and Expenses	$	5,160.00		100.0	%
Total Proceeds	$	5,160.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2016CHAM Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.60% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2016CHAM reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2016BONMA

The table below sets forth our estimated use of proceeds from this Series Wine #2016BONMA offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	24,141.20		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	4,828.80		16.67	%
Total Fees and Expenses	$	28,970.00		100.0	%
Total Proceeds	$	28,970.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2016BONMA Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2016BONMA reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2016MUSIG

The table below sets forth our estimated use of proceeds from this Series Wine #2016MUSIG offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	17,691.74		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	3,538.26		16.67	%
Total Fees and Expenses	$	21,230.00		100.0	%
Total Proceeds	$	21,230.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2016MUSIG Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2016MUSIG reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2009PETRUS

The table below sets forth our estimated use of proceeds from this Series Wine #2009PETRUS offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	49,470.00		83.34	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	9,890.00		16.66	%
Total Fees and Expenses	$	59,360.00		100.0	%
Total Proceeds	$	59,360.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2009PETRUS Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.66% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2009PETRUS reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2010PETRUS

The table below sets forth our estimated use of proceeds from this Series Wine #2010PETRUS offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	49,608.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	9,922.00		16.67	%
Total Fees and Expenses	$	59,530.00		100.0	%
Total Proceeds	$	59,530.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2010PETRUS Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a Sourcing Fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Wine #2010PETRUS reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #WARHOLMARILYN

The table below sets forth our estimated use of proceeds from this Series Art #WARHOLMARILYN offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	252,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	50,400.00		16.67	%
Total Fees and Expenses	$	302,400.00		100.0	%
Total Proceeds	$	302,400.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #WARHOLMARILYN Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Art #WARHOLMARILYN reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #LICHTENSTEINSWEET

The table below sets forth our estimated use of proceeds from this Series Art #LICHTENSTEINSWEET offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	163,800.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	32,760.00		16.67	%
Total Fees and Expenses	$	196,560.00		100.0	%
Total Proceeds	$	196,560.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #LICHTENSTEINSWEET Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Art #LICHTENSTEINSWEET reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Sports #JORDANROOKIE

The table below sets forth our estimated use of proceeds from this Series Sports #JORDANROOKIE offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	360,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	72,000.00		16.67	%
Total Fees and Expenses	$	432,000.00		100.0	%
Total Proceeds	$	432,000.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Sports #JORDANROOKIE Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Sports #JORDANROOKIE reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Sports #JAMESREFRACTOR

The table below sets forth our estimated use of proceeds from this Series Sports #JAMESREFRACTOR offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	122,400.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	24,480.00		16.67	%
Total Fees and Expenses	$	146,880.00		100.0	%
Total Proceeds	$	146,880.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Sports #JAMESREFRACTOR Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

Series Sports #JAMESREFRACTOR reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #INDIANALOVE

The table below sets forth our estimated use of proceeds from this Series Art #INDIANALOVE offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	275,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	55,000.00		16.67	%
Total Fees and Expenses	$	330,000.00		100.0	%
Total Proceeds	$	330,000.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #INDIANALOVE Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, a form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, the Administrative Manager will advance the series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 33,000 shares of Series Art #INDIANALOVE will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Art #INDIANALOVE reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #HIRSTDOTS

The table below sets forth our estimated use of proceeds from this Series Art #HIRSTDOTS offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	504,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	100,800.00		16.67	%
Total Fees and Expenses	$	604,800.00		100.0	%
Total Proceeds	$	604,800.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #HIRSTDOTS Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, a form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, the Administrative Manager will advance the series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 60,480 shares of Series Art #HIRSTDOTS will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Art #HIRSTDOTS reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Sports #JACKIEROOKIE

The table below sets forth our estimated use of proceeds from this Series Sports #JACKIEROOKIE offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	444,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	88,800.00		16.67	%
Total Fees and Expenses	$	532,800.00		100.0	%
Total Proceeds	$	532,800.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Sports #JACKIEROOKIE Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, a form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, the Administrative Manager will advance the series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 53,280 shares of Series Sports #JACKIEROOKIE will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Sports #JACKIEROOKIE reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Comics #BATMAN

The table below sets forth our estimated use of proceeds from this Series Comics #BATMAN offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	240,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	48,000.00		16.67	%
Total Fees and Expenses	$	288,000.00		100.0	%
Total Proceeds	$	288,000.00		100.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Comics #BATMAN Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 28,800 shares of Series Comic #BATMAN will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Comics #BATMAN reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2012CRISTAL

The table below sets forth our estimated use of proceeds from this Series Wine #2012CRISTAL offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	9,960.00		83.35	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	1,990.00		16.65	%
Total Fees and Expenses	$	11,950.00		100.00.0	%
Total Proceeds	$	11,950.00		100.00.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2012CRISTAL Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.65% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 2,390 shares of Series Wine #2012CRISTAL will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2012CRISTAL reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2008DOMP

The table below sets forth our estimated use of proceeds from this Series Wine #2008DOMP offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	15,870.00		83.35	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	3,170.00		16.65	%
Total Fees and Expenses	$	19,040.00		100.00.0	%
Total Proceeds	$	19,040.00		100.00.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2008DOMP Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.65% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 1,904 shares of Series Wine #2008DOMP will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2008DOMP reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2012DOMP

The table below sets forth our estimated use of proceeds from this Series Wine #2012DOMP offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	12,270.00		83.36	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	2,450.00		16.64	%
Total Fees and Expenses	$	14,720.00		100.00.0	%
Total Proceeds	$	14,720.00		100.00.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2012DOMP Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.64% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 7,360 shares of Series Wine #2012DOMP will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2012DOMP reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2006DOMP

The table below sets forth our estimated use of proceeds from this Series Wine #2006DOMP offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	13,524.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	2,706.00		16.67	%
Total Fees and Expenses	$	16,230.00		100.00.0	%
Total Proceeds	$	16,230.00		100.00.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2006DOMP Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 8,115 shares of Series Wine #2006DOMP will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2006DOMP reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2006CONTERNO

The table below sets forth our estimated use of proceeds from this Series Wine #2006CONTERNO offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	15,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	3,000.00		16.67	%
Total Fees and Expenses	$	18,000.00		100.00	%
Total Proceeds	$	18,000.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2006CONTERNO Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 3,600 shares of Series Wine #2006CONTERNO will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2006CONTERNO reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2006RAYAS

The table below sets forth our estimated use of proceeds from this Series Wine #2006RAYAS offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	13,400.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	2,680.00		16.67	%
Total Fees and Expenses	$	16,080.00		100.00.0	%
Total Proceeds	$	16,080.00		100.00.0	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2006RAYAS Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 8,040 shares of Series Wine #2006RAYAS will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2006RAYAS reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2013HARLAN

The table below sets forth our estimated use of proceeds from this Series Wine #2013HARLAN offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	7,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	1,400.00		16.67	%
Total Fees and Expenses	$	8,400.00		100.00	%
Total Proceeds	$	8,400.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2013HARLAN Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 1,050 shares of Series Wine #2013HARLAN will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2013HARLAN reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2013MARCASSIN

The table below sets forth our estimated use of proceeds from this Series Wine #2013MARCASSIN offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	5,500.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	1,100.00		16.67	%
Total Fees and Expenses	$	6,600.00		100.00	%
Total Proceeds	$	6,600.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2013MARCASSIN Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 1,320 shares of Series Wine #2013MARCASSIN will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2013MARCASSIN reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2015ROMANEE

The table below sets forth our estimated use of proceeds from this Series Wine #2015ROMANEE offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	60,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	12,000.00		16.67	%
Total Fees and Expenses	$	72,000.00		100.00	%
Total Proceeds	$	72,000.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2015ROMANEE Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 12,000 shares of Series Wine #2015ROMANEE will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2015ROMANEE reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine #2011CRIOTS

The table below sets forth our estimated use of proceeds from this Series Wine #2011CRIOTS offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	45,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	9,000.00		16.67	%
Total Fees and Expenses	$	54,000.00		100.00	%
Total Proceeds	$	54,000.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Wine #2011CRIOTS Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 10,800 shares of Series Wine #2011CRIOTS will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Wine #2011CRIOTS reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #BANKSYLAUGH

The table below sets forth our estimated use of proceeds from this Series Art #BANKSYLAUGH offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	140,000.00		90.09	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	15,400.00		9.91	%
Total Fees and Expenses	$	155,400.00		100.00	%
Total Proceeds	$	155,400.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #BANKSYLAUGH Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 9.91% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 19,425 shares of Series Art #BANKSYLAUGH will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Art #BANKSYLAUGH reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Comics #SUPERMAN

The table below sets forth our estimated use of proceeds from this Series Comics #SUPERMAN offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	240,000.00		80.00	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	60,00.00		20.00	%
Total Fees and Expenses	$	300,000.00		100.00	%
Total Proceeds	$	300,000.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Comics #SUPERMAN Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 20.00% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 60,000 shares of Series Comics #SUPERMAN will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Comics #SUPERMAN reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series NFT #COOLCAT

The table below sets forth our estimated use of proceeds from this Series NFT #COOLCAT offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	47,867.68		83.34	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	9,572.32		16.66	%
Total Fees and Expenses	$	57,440.00		100.00	%
Total Proceeds	$	57,440.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series NFT #COOLCAT Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.66% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 11,488 shares of Series NFT #COOLCAT will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series NFT #COOLCAT reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Watch #SCHWARZENEGGER

The table below sets forth our estimated use of proceeds from this Series Watch #SCHWARZENEGGER offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	55,400.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	11,080.00		16.67	%
Total Fees and Expenses	$	66,480.00		100.00	%
Total Proceeds	$	66,480.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Watch #SCHWARZENEGGER Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 11,080 shares of Series Watch #SCHWARZENEGGER will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Watch #SCHWARZENEGGER reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Watch #ROLEX6265

The table below sets forth our estimated use of proceeds from this Series Watch #ROLEX6265 offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	70,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	14,000.00		16.67	%
Total Fees and Expenses	$	84,000.00		100.00	%
Total Proceeds	$	84,000.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Watch #ROLEX6265 Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 16.67% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 10,500 shares of Series Watch #ROLEX6265 will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Watch #ROLEX6265 reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

The table below sets forth our estimated use of proceeds from this Series Watch #PEPSI offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	14,000.00		83.33	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	2,800.00		16.67	%
Total Fees and Expenses	$	16,800.00		100.00	%
Total Proceeds	$	16,800.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Watch #PEPSI Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 20.00% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 8,400 shares of Series Watch #PEPSI will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Watch #PEPSI reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #PICASSO

The table below sets forth our estimated use of proceeds from this Series Art #PICASSO offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	233,000.00		90.09	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	25,630.00		9.91	%
Total Fees and Expenses	$	258,630.00		100.00	%
Total Proceeds	$	258,630.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #PICASSO Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 9.91% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 25,863 shares of Series Art #PICASSO will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Art #PICASSO reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Art #DALI

The table below sets forth our estimated use of proceeds from this Series Art #DALI offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	133,000.00		90.09	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	14,630.00		20.00	%
Total Fees and Expenses	$	147,630.00		100.00	%
Total Proceeds	$	147,630.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Art #DALI Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 9.91% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 14,763 shares of Series Art #DALI will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Art #DALI reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Comics #HULK181

The table below sets forth our estimated use of proceeds from this Series Comics #HULK181 offering.

Uses	Dollar Amount		Percentage of Gross Cash Proceeds
Cash Portion of the Asset Cost	$	84,001.00		90.09	%
Offering and Formation Expenses ⁽¹⁾	$	0		0	%
Acquisition Expenses ⁽²⁾	$	0		0	%
Sourcing Fee ⁽³⁾	$	9,239.00		9.91	%
Total Fees and Expenses	$	93,240.00		100.00	%
Total Proceeds	$	93,240.00		100.00	%

(1)	Our Managing Member has assumed and will not be reimbursed for Offering and Formation Expenses in connection with the offering of Series Comics #HULK181 Shares.

(2)	Represents costs incurred in connection with the initial acquisition of the asset other than the cost to acquire the asset itself.

(3)	The Administrative Manager of our company will receive a sourcing fee of 9.91% of the gross offering proceeds (including amounts received from the Administrative Manager) as compensation for due diligence services in evaluating, investigation and discovering the underlying assets. The Sourcing Fee is subject to change or may be waived in sole discretion of the Administrative Manager.

We intend to use a portion of the proceeds from the initial closing of this Offering to, acquire the underlying asset, and if and to the extent such proceeds are less than the total fees and expenses, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.2 to the offering statement of which this Offering Circular forms an integral part, The Administrative Manager will advance the Series any additional funds required to consummate the acquisition. The remaining net proceeds of the Offering, together with any unsold series shares, if any, will be used to repay the Administrative Manager advance. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 10,360 shares of Series Comics #HULK181 will be issued and outstanding, the Series will own the underlying asset and the advance from the Administrative Manager will be paid in full (either with proceeds from Offering or with shares).

Series Comics #HULK181 reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

THE UNDERLYING ASSETS

The discussions contained in this Offering Circular relating to the underlying wine assets of our series, the wineries, and their related industries are taken from third-party sources that we believe to be reliable, and we believe that the information from such sources contained herein is reasonable, and that the factual information is fair and accurate. The discussions contained in this Offering Circular relating to the underlying collectible assets of our series were provided by the asset sellers and the information on their related industries are taken from third-party sources, for those sources we believe them to be reliable, and we believe that the information from such sources contained herein is reasonable, and that the factual information is fair and accurate.

Management of the Assets

Insurance

Physical assets

We work with an insurance broker insure all physical assets during both transport and storage.

NFTs

There is currently no insurance available for NFTs, but we are working with our broker to eventually secure a standalone NFT policy. Presently, our Managing Member self-insures underlying NFTs on behalf of our company, as set forth in the operating agreement between our manager and each series holding an NFT. Our Managing Member agrees to fully insure underlying NFTs against any and all losses due to fraudulent or accidental transactions (including due to theft) or our Managing Member’s negligence (e.g., inability to access or recover the wallet due to loss of the 12-word MetaMask seed phrase or a segment thereof).

Storage

Physical assets

Once we acquire the asset, it will be insured and then transported and warehoused in a climate-controlled, highly secure location (assuming the acquired asset is not already in such a location).

NFTs

Underlying NFT’s are stored by StartEngine Crowdfunding's CEO using commercially reasonable measures in a MetaMask/multi-signature wallet. The 12-word MetaMask seed phrase which secures the wallet was split into five six-word segments and saved as handwritten copies only (no digital copy, and not digitally created). To create a transfer from StartEngine Collectibles Fund I LLC to a potential purchaser the MetaMask/multi-signature wallet requires 3 six-word segments from any of the holders listed below. Segments will be held by certain officers of our Administrative Manager and its affiliates. Presently, only one officer has access to the wallet on a device under his control, and the wallet is accessible via “memorable password” saved as a handwritten copy only. Should this password be lost, the wallet can be recovered using the full 12-word seed phrase.

Series Wine #2005LPIN

The Asset

Series Wine #2005LPIN intends to purchase Le Pin, Pomerol 2005 (12 Bottles). Le Pin (so small it isn’t even a Chateaux) has one of the most miniscule productions in all of wine, let alone Bordeaux. Only 400-600 cases are made each year of this highly scoring wine (rated a 97/100 by Jeff Leve from The Wine Cellar Insider and 95/100 by Robert Parker of the Wine Advocate) this plush and decadent Merlot based wine from Pomerol, Bordeaux.

Purchase Details

Series Wine #2005LPIN intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on September 17, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

We anticipate holding our wine assets for a minimum of one year, and a maximum of six years. We intend to pay distributions to the extent we sell some or all of our assets. Otherwise, liquidity for investors would be obtained by transferring their interests in a series.

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2015HBRI

The Asset

Series Wine #2015HBRI intends to purchase Chateau Haut-Brion Premier Cru Classe, Pessac-Leognan 2015 (60 bottles). Chateau Haut Brion is one of the legendary first growths in Bordeaux and considered the most distinct, due to its illustrious history, distinct flavor profile and unusual bottle shape. 2015 is considered to be an exceptionally good vintage, and the ’15 Haut Brion received a perfect 100 point critic’s rating (rated a 100/100 by both Jeff Leve from The Wine Cellar Insider and Robert Parker of the Wine Advocate).

Purchase Details

Series Wine #2015HBRI intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on September 4, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2000EGLC

The Asset

Series Wine #2000EGLC intends to purchase Chateau L’Eglise-Clinet, Pomerol 2000 (96 bottles). Chateau l’Eglise Client is a small producer in Pomerol, Bordeaux with an annual production of only 1500 cases. While this estate does not have the storied history of its Bordeaux brethren, in recent years thanks to superstar winemaker Denis Durantou, l’Eglise Client has been the 2^nd highest scoring wine in the entire region. The 00 l’Eglise Client received a 97 point score by both Jeff Leve from The Wine Cellar Insider and Robert Parker of the Wine Advocate).

Purchase Details

Series Wine #2000EGLC intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on September 16, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2016CHAM

The Asset

Series Wine #2016CHAM intends to purchase Domaine Georges Roumier, Chambolle-Musigny Premier Cru, Les Amoureuses (1 bottle). Domaine Georges Roumier is a historic, family run estate located in the small village of Chambolle in Burgundy. The name is synonymous with tradition and quality, and their wines are cult classics in the world of wine. Roumier only makes about 100-150 cases of the Amoureuses each year. 2016 is considered an exceptional Burgundy vintage.

Purchase Details

Series Wine #2016CHAM intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on September 24, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2016BONMA

The Asset

Series Wine #2016BONMA intends to purchase Domaine Georges Roumier, Bonnes Mares Grand Cru 2016 (12 bottles). Domaine Georges Roumier is a historic, family run estate located in the small village of Chambolle in Burgundy. The name is synonymous with tradition and quality, and their wines are cult classics in the world of wine. They make wine from small plots around Chambolle, with the Grand Cru Bonnes Mares vineyard considered one of the very best.

Purchase Details

Series Wine #2016BONMA intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on September 24, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2016MUSIG

The Asset

Series Wine #2016MUSIG intends to purchase Domaine Georges Roumier, Musigny Grand Cru 2016 (1 bottle). Georges Roumier is a historic, family run estate located in the small village of Chambolle in Burgundy. The name is synonymous with tradition and quality, and their wines are cult classics in the world of wine. There are only 350 bottles made of Roumier Musigny each year and it hardly ever comes to the open market. The wine trades as one of the most expensive in any category and over any vintage.

Purchase Details

Series Wine #2016MUSIG intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on September 24, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2009PETRUS

The Asset

Series Wine #2009PETRUS intends to purchase Chateau Petrus 2009 (12 bottles). Chateau Petrus is small estate in the hamlet of Pomerol, Bordeaux. Petrus is consistently one of the most expensive wine sold in Bordeaux with only 2-4,000 cases made each year dependent on the quality of the growing season. 2009 is considered an opulent vintage, and received a perfect 100 point critic’s score by Robert Parker of The Wine Advocate.

Purchase Details

Series Wine #2009PETRUS intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on October 13, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2010PETRUS

The Asset

Series Wine #2010PETRUS intends to purchase Chateau Petrus 2010 (12 bottles). Chateau Petrus is small estate in the hamlet of Pomerol, Bordeaux. Petrus is consistently one of the most expensive wine sold in Bordeaux with only 2-4,000 cases made each year dependent on the quality of the growing season.The 2010 Petrus again received a perfect 100 point critic’s score from Robert Parker of The Wine Advocate.

Purchase Details

Series Wine #2010PETRUS intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the wine assets described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the wine asset described above on October 13, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Art #WARHOLMARILYN

The Asset

Series Art #WARHOLMARILYN intends to purchase Andy Warhol, Marilyn, 1967, screenprint in colors, 36 x 36 inches, edition of 250. Andy Warhol’s Marilyn Monroe is one of the most recognizable images in art history. Warhol created his first paintings depicting the famous star just after her tragic death in 1962. In 1967, Warhol created his first Marilyn screenprints in what is now his signature squared portrait style. This specific colorway, affectionately called the “Black Marilyn” is considered by most to be the most valuable of the ten different colorway screen prints Warhol made for the portfolio. Limited to only 250 in the edition (there were also 26 artists proofs) has made this work incredibly rare and sought after, and as a result, commands increased attention when offered in the marketplace.

Purchase Details

Series Art #WARHOLMARILYN intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the asset described above on October 21, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

We anticipate holding our Art assets for a minimum of one year and a maximum of twenty years. We intend to pay distributions to the extent we sell the asset. Otherwise, liquidity for investors would be obtained by transferring their interests in a series.

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Art #LICHTENSTEINSWEET

The Asset

Series Art #LICHTENSTEINSWEET intends to purchase Roy Lichtenstein, Sweet Dreams Baby, 1965, screenprint in colors, 38 x 28 inches, edition of 200. As a pioneer of the Pop Art movement Roy Lichtenstein popularized his use of Benday dots inspired by comics books in his artworks. Sweet Dreams Baby! Is a classic Lichtenstein image featuring his highly contrasted primary color palette, the deafening “POW!”, comic strip violence and the all important speech balloon which titles the work. Made in 1965, this artwork is one of Lichtenstein’s first screenprints and considered by many to be the first that features what would later become all his Pop elements in a single composition. There are 150 examples of this work (there were also approximately 5 artist’s proofs), making it extremely hard to find, as many examples sit in the collections of the MoMA, the National Gallery of Art, and the Whitney Museum amongst others.

Purchase Details

Series Art #LICHTENSTEINSWEET intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the asset described above on October 21, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Sports #JORDANROOKIE

The Asset

Series Sports #JORDANROOKIE intends to purchase Michael Jordan, Fleer #57, 1986 (Rookie Card), PSA 10. Few sports trading cards are as famous as the 1986 Fleer Michael Jordan Rookie Card. The portrayal of Jordan, suspended in mid air, his expectant dunk just moments away has permeated society and pop culture. Condition is crucial for the Jordan Rookie Card due to border prone to chipping and low quality cardstock. This card is graded a PSA 10, the highest possible score, asserting that it is in Gem Mint condition. There are only 319 cards known to be in this condition and as a result it is often used as a barometer for the entire sports card market.

Purchase Details

Series Sports #JORDANROOKIE intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the asset described above on October 23, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

We anticipate holding our Sports assets for a minimum of one year and a maximum of twenty years. We intend to pay distributions to the extent we sell the asset. Otherwise, liquidity for investors would be obtained by transferring their interests in a series.

Market

For information on the sports market, please see “The Company’s Business – Alternative Assets Markets.”

Series Sports #JAMESREFRACTOR

The Asset

Series Sports #JAMESREFRACTOR intends to purchase LeBron James, Topps Chrome Refractors #111, 2003-04 (Rookie Card), BGS 10. Topps Chrome is possibly the most important series in the history of modern basketball cards. Started in the 1996-97 season and lasting until the 2009-10 season Topps Chrome is possibly one of the most important products in the history of modern basketball. One of the most widely sought after rookie cards of all time comes from the 2003-04 season, #111 the LeBron James rookie card. This card is a BGS 10 which denotes the card is in pristine condition, of which there are only 38 known in existence.

Purchase Details

Series Sports #JAMESREFRACTOR intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the offering amount for this series’ offering. StartEngine Assets purchased the asset described above on October 23, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the sports market, please see “The Company’s Business – Alternative Assets Markets.”

Series Art #INDIANALOVE

The Asset

Series Art #INDIANALOVE intends to purchase Robert Indiana, LOVE (Blue and Red), 1966/2001, Polychrome Aluminum, 18 x 18 inches, Edition 2/8. In 1965 the Museum of Modern Art in New York commissioned Robert Indiana to create an image for a Christmas card. The image was an instant success, launching Indiana’s success as an artist, and leading to the image being reproduced in many different color palates and on prints, paintings, sculptures, banners, rings, tapestries, and stamps. Some of the better known examples of the work are located in major cities across the world like that which stands at the corner of 55^th street and 6^th avenue in New York City. This sculpture features the Blue and Red colorway and is from an edition of 8.

Purchase Details

Series Art #INDIANALOVE intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on November 18, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Art #HIRSTDOTS

The Asset

Series Art #HIRSTDOTS intends to purchase Damien Hirst, Loperamide, 2005, Household Gloss on canvas, 63 x 45 inches. Damien Hirst is a British artist who was a founder of the YBA (Young British Artist) movement in the 1980’s and 1990’s. He is well known for preserving dead animals such as his now infamous The Physical Impossibility of Death in the Mind of Someone Living, where Hirst preserved and suspended a tiger shark. This work, called Loperamide, is from his spot paintings, where Hirst explores contemporary cultures reliance on pharmaceuticals and drugs. This is a unique painting from that series.

Purchase Details

Series Art #HIRSTDOTS intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on November 18, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Sports #JACKIEROOKIE

The Asset

Series Sports #JACKIEROOKIE intends to purchase Jackie Robinson, Leaf #79, 1948-1949, (Rookie Card), PSA 8. Few athletes in American sports history are more important than Jackie Robinson, the man who took the dangerous first step across baseball’s shameful color line. While his career as a great baseball player is important it out outweighed by the significance of his entry to into professional baseball which would in turn change the history of sports and the careers of many. Over fifteen hundred submissions have been presented to the experts at PSA for grading, but only eight have received a better assessment than this example, a PSA 8.

Purchase Details

Series Sports #JACKIEROOKIE intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on November 18, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Comics #BATMAN

The Asset

Series Comics #BATMAN intends to purchase Batman #1, DC, 1940, CGC 2.0. Few comic book characters have permeated contemporary culture like Batman. Before becoming a staple of society via films, various media and merchandise, Batman appeared in Detective Comics #27 in 1939. It took a year for the character to merit its own comic books series. This example is the Batman #1 is iconic for its portrayal of the Dark Night and his side kick, as well as the first appearance of their archnemesis Joker. Only 280 copies of the book have been submitted to CGC for grading. This example has been graded at 2.0 by CGC making it incredibly desirable.

Purchase Details

Series Comics #BATMAN intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on November 18, 2021. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2012CRISTAL

The Asset

Series Wine #2012CRISTAL intends to purchase Cristal 2012 (12 bottles). Antonio Galloni, from Vinous gave the 2012 Cristal 98 points. Today, Cristal is made with 60% Pinot Noir and 40% Chardonnay. It is made only in the very best vintages. Champagne is a sparkling wine produced in the Champagne region of France, located two hours east of Paris. Specific and rigorous rules mandate that all trademarked Champagne sold must come from approved vineyards within the boundaries of the region, be made from specific grapes (Pinot Noir, Chardonnay and Pinot Meunier primarily), and be vinified in the classic double fermentation method with the second fermentation taking place inside the actual bottle. Though relatively small in size, Champagne hosts every type of producer from the large multinational luxury house to the small family run grape grower.

Purchase Details

Series Wine #2012CRISTAL intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 2, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2008DOMP

The Asset

Series Wine #2008DOMP intends to purchase 10 bottles of 2008 Dom Perignon. Critics Jeb Dunnuck, James Suckling and Antonio Galloni of Vinous media all awarded ‘08 Dom Perignon with a 98 point score. Champagne is a sparkling wine produced in the Champagne region of France, located two hours east of Paris. Specific and rigorous rules mandate that all trademarked Champagne sold must come from approved vineyards within the boundaries of the region, be made from specific grapes (Pinot Noir, Chardonnay and Pinot Meunier primarily), and be vinified in the classic double fermentation method with the second fermentation taking place inside the actual bottle. Though relatively small in size, Champagne hosts every type of producer from the large multinational luxury house to the small family run grape grower.

Purchase Details

Series Wine #2008DOMP intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 7, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2012DOMP

The Asset

Series Wine #2012DOMP intends to purchase 10 Bottles of the 2012 Dom Perignon. Antonio Galloni, from Vinous awarded the 2012 DP a 97 point review. Champagne is a sparkling wine produced in the Champagne region of France, located two hours east of Paris. Specific and rigorous rules mandate that all trademarked Champagne sold must come from approved vineyards within the boundaries of the region, be made from specific grapes (Pinot Noir, Chardonnay and Pinot Meunier primarily), and be vinified in the classic double fermentation method with the second fermentation taking place inside the actual bottle. Though relatively small in size, Champagne hosts every type of producer from the large multinational luxury house to the small family run grape grower.

Purchase Details

Series Wine #2012DOMP intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on January 19, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2006DOMP

The Asset

Series Wine #2006DOMP intends to purchase 10 Bottles of the 2006 Dom Perignon. Critic James Suckling, from James Suckling, gave the 2006 a 97 point review. Champagne is a sparkling wine produced in the Champagne region of France, located two hours east of Paris. Specific and rigorous rules mandate that all trademarked Champagne sold must come from approved vineyards within the boundaries of the region, be made from specific grapes (Pinot Noir, Chardonnay and Pinot Meunier primarily), and be vinified in the classic double fermentation method with the second fermentation taking place inside the actual bottle. Though relatively small in size, Champagne hosts every type of producer from the large multinational luxury house to the small family run grape grower.

Purchase Details

Series Wine #2006DOMP intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 10, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2006CONTERNO

The Asset

Series Wine #2006CONTERNO intends to purchase 1 bottle of the Giacomo Conterno, Barolo, Monfortino Riserva 2006. Giacomo Conterno is one of the oldest estates in Piedmont, founded in the 1920’s and still under continuous family ownership. The estate is known for its great Barolos, Cascina Francia and Monfortino Riserva. The latter is produced only in the very best of vintages and aged at least 7 years in large oak ‘botti.’ We believe this is regarded as one of the most rare Barolos produced, with an average of 600 cases only produced in chosen vintages. The 2006 Monfortino Riserva achieved a score of 98-100 from Robert Parker’s Wine Advocate.

Purchase Details

Series Wine #2006CONTERNO intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 10, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2006RAYAS

The Asset

Series Wine #2006RAYAS intends to purchase 1 bottle of the Chateau Rayas, Chateauneuf-du-Pape 2009. The 2009 Rayas achieved a 98 point from Robert Parker from the Wine Advocate. Chateau Rayas is a small family estate consisting of 13 hectares founded by the Reynaud family in the late 19^th century. The practices here stand out from other producers in the shared region of Chateauneuf. The vines face north and the soil contains none of the famous “galets roules.” Rayas is always 100% Grenache with extremely low yields of 15hl/l. Fermentation is allowed to begin naturally with no inoculation of yeasts in 80-100-year-old foudres. The wines are aged in unique 450 liter “double-piece” oak casks. Around 1,100 cases are produced annually.

Purchase Details

Series Wine #2006RAYAS intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 9, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2013HARLAN

The Asset

Series Wine #2013HARLAN intends to purchase 6 bottles of the Harlan Estate Red 2013. Robert Parker, from the Wine Advocate rated the ’13 Harlan a perfect 100 points. Harlan was founded by Bill Harlan in 1984 with the expressed goal of making a California “First Growth” wine. The property is located within the heart of Napa Valley in Oakville on 240 acres ranging from 225 to 1225 feet above sea level, with only 15% under vine. Cabernet Sauvignon is the dominant grape, rounded out with Merlot, Cabernet France and Petit Verdot as is common in Bordeaux. The destemmed grapes are fermented in 100% new French oak and aged for a period of 24-36 months prior to release. The production depends on the vintage, with an average of 1000-2000 cases per year. In the 28 vintages of Harlan, 7 have achieved 100 points from Robert Parker’s Wine Advocate with a further 10 scoring 98 or above.

Purchase Details

Series Wine #2013HARLAN intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 11, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2013MARCASSIN

The Asset

Series Wine #2013MARCASSIN intends to purchase 12 bottles of the Marcassin Chardonnay Marcassin Vineyard 2013. Robert Parker, from the Wine Advocate gave the 2013 Marcassin Chardonnay a 100 point score. Marcassin is owned and operated by Helen Turley, and located on the Sonoma Coast. The Marcassin Vineyard (which gives the estate its name) is about 20 acres in size, planted 2/3 with Pinot Noir and the remaining with Chardonnay. The entire range of wines comes out to around 2,000-3,000 cases total. Marcassin, whose name in French translates to “little young boar,” is sold exclusively to a mailing list of clients.

Purchase Details

Series Wine #2013MARCASSIN intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 11, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2015ROMANEE

The Asset

Series Wine #2015ROMANEE intends to purchase 6 bottles of the Domaine Liger Belair La Romanee 2015. William Kelly in The Wine Advocate awarded the 2015 La Romanee a perfect 100 points. Louis-Michel Liger-Belair founded this Domaine in 2000, but the Liger-Belair family has been making wines in Vosne-Romanee for almost 200 years. The domaine is small but prestigious and the crown jewel of the vineyard portfolio is La Romanee of which Liger-Belair is the sole owner. All of the wines are farmed using biodynamic principles in the vineyard and minimal intervention in the cellar. La Romanee is a grand cru vineyard in the village of Vosne in Burgundy. The smallest of the grand crus at only .845 hectares in size, La Romanee lies directly next to Romanee-Conti, separated only by a small path. Less than 300 cases of La Romanee are made each year.

Purchase Details

Series Wine #2015ROMANEE intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 11, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Wine #2011CRIOTS

The Asset

Series Wine #2011CRIOTS intends to purchase 3 bottles of the Domaine d’Auvenary Criots Batard Montrachet 2011. Renowned Burgundy critic Allen Meadows, from ”Burghound.com” gave the 2011 Domaine d’Auvneary a 96 point review. Domaine d’Auvenary is owned and managed by Madame Lalou Bize-Leroy, the owner of Domaine and Maison Leroy respectively and the former co-owner of Domaine de la Romanee-Conti. D’Auvenary owns 4 hectares across Burgundy including many of the Grand Crus. Famed for their biodynamic farming, labor intensive vineyard practices and extremely low yields, d’Auvenay is extremely rare. The Criots Batard Montrachet numbers only 300 bottles in most vintages. Criots Batard Montrachet is one of the smallest AOCs in all of France, covering just 1.6 hectares of land. It is the most southerly of the grand cru vineyards with brown limestone soils allowing for good draining. Chardonnay is exclusively grown here.

Purchase Details

Series Wine #2011CRIOTS intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 11, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the wine market, please see “The Company’s Business – Alternative Assets Markets.”

Series Art #BANKSYLAUGH

The Asset

Series Art #BANKSYLAUGH intends to purchase the Banksy, Laugh Now, 2003, Screenprint in colors on wove paper, 27.6 x 19.7 inches, Edition 50 of 150. The notoriously anonymous Banksy is an England-based artist known for social commentary and political activism rooted in street art and urban art. He has become well known for his subversive and satirical works typically displayed in public view on the sides of buildings, bridges and on outdoor walls around the world. The Laugh Now image holds a historical importance, becoming one of Banky’s first known images worldwide when a different artwork featuring similar imagery sold at auction in 2008 for $500,000, a then milestone for the artist at auction. Laugh Now was first created in 2002 for a nightclub in Brighton, which is usual for the artist who typically creates works in public view on buildings. Banksy has used the monkey as one of his most recognizable and revisited characters and the Laugh Now image in many different artworks. This artwork is a screenprint in colors on wove paper from 2003-2004. This work is from an edition of 150 of the Laugh Now that were signed. The work is signed and dated 04 in black in and numbered 50/150 in pencil in the margin. This work also comes with the all-important certificate of authenticity from Pest Control, Banksy’s official authentication.

Purchase Details

Series Art #BANKSYLAUGH intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 16, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series Comics #SUPERMAN

The Asset

Series Comics #SUPERMAN intends to purchase Superman #1, DC, 1939, CGC 1.8. Few comic book characters have permeated contemporary culture like Superman. Before becoming a staple of society via films, various media and merchandise, Superman started it all by appeared in Action Comics #1 in June 1938. It took a year for the character to merit its own comic books series. This example is the Superman #1 is iconic for its telling of the origin of Superman and the pin up of Superman on the back cover. Only 165 copies of the book have been submitted to CGC for grading. This example has been graded at 1.8 by CGC making it incredibly desirable.

Purchase Details

Series Comics #SUPERMAN intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 16, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

Series NFT #COOLCAT

The Asset

Series NFT #COOLCAT intends purchase Cool Cat #412. Cool Cats is a collection of 9,999 randomly generated and stylistically curated NFTs that exist on the Ethereum Blockchain. Cool Cat holders can participate in exclusive events such as NFT claims, raffles, community giveaways, and more. Our Series NFT #COOLCAT is a common version, although the features in the face, hat and shirt are rare with only 2% of cats with these particular properties.

Purchase Details

Series NFT #COOLCAT intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on January 6, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

We anticipate holding our NFT assets for a minimum of 1 month and a maximum of 20 years. We intend to pay distributions to the extent we sell the asset. Otherwise, liquidity for investors would be obtained by transferring their interests in a series.

Market

For information on the NFT market, please see “The Company’s Business – Alternative Assets Markets.”

Series Watch #SCHWARZENEGGER

The Asset

Series Watch #SCHWARZENEGGER intends purchase Audemars Piguet, Royal Oak Offshore Chronograph "Arnold Schwarzenegger" reference 26007BA.OO.D088CR.01 A 18k yellow gold automatic chronograph wristwatch with date, circa 2004. Leading Swiss mechanical watch manufacturer Audemars Piguet has been one of the most recognizable watch brands since it launched the Royal Oak collection in 1972. Designed by Gerald Genta, it is considered the very first luxury sports watch and has achieved iconic status. Royal Oak watches are sought after by collectors. Limited edition series of the Royal Oak are considered even more desirable. The current item is a limited edition watch manufactured with Arnold Schwarzenegger's in a collaborative manner in 2003, only 400 were made. As a result it is quite rare and in the past decade it has only come up for public sale a handful times. It is a beautiful sport-classic watch with a self-winding automatic chronograph mechanism. The 45 mm 18 carat gold case and clasp on a brown leather strap combined with the “tappiserie” dial is a sophisticated chocolate brown. It comes in its original box with a full set of papers.

Purchase Details

Series Watch #SCHWARZENEGGER intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on February 10, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

We anticipate holding our Watch assets for a minimum of 1 month and a maximum of 20 years. We intend to pay distributions to the extent we sell the asset. Otherwise, liquidity for investors would be obtained by transferring their interests in a series.

Market

For information on the watch market, please see “The Company’s Business – Alternative Assets Markets.”

Series Watch #ROLEX6265

The Asset

Series Watch #ROLEX6265 intends to purchase Rolex 6265/0 3972587 silver sigma dial - box and original warranty paper. ca 1975. Rolex, the Swiss watch maker with British roots has been the name most associated with luxury wrist-watches for over 50 years. It features in the 2020 Forbes list of world’s most powerful brands. The strong demand by collectors worldwide is felt at every auction where all Rolex watches consistently sell well above their high estimate. Models that define the Rolex brand are even more prized. In 1963 Rolex launched the Cosmograph, it was designed as the ultimate timekeeping tool for the legendary 24 hour endurance car race at Daytona, Florida for which Rolex is the official timekeeper. The watch soon started to be referred to as Rolex Daytona. The Daytona is amongst the most recognizable collector watches in the world, it was iconized by actor Paul Newman who wore a Daytona every day after it had been gifted to him by his wife. In 2017 it set a world record at auction at Phillips when it brought in $17.75 million. The current item is part of the last series of the first generation Daytona produced by Rolex between 1971-1988. It is stainless steel with a 37 mm case and a silver dial with black sub dials. This watch comes with its original box and papers.

Purchase Details

Series Watch #ROLEX6265 intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on March 4, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the watch market, please see “The Company’s Business – Alternative Assets Markets.”

Series Watch #PEPSI

The Asset

Series Watch #PEPSI intends to purchase Rolex 16750 R414844, GMT, Pepsi, Steel ca 1987. Rolex, the Swiss watch maker with British roots has been associated with luxury wrist-watches for over 50 years. It is featured in the 2020 Forbes list of world’s most powerful brands. The strong demand by collectors worldwide is felt at every auction where most Rolex watches consistently sell above their high estimate. Models that define the Rolex brand are even more prized.The current item is a second generation GMT Master in stainless steel with a 40 mm case and 100 m water resistance. This watch model was originally developed in 1955 to service the specific needs of airline pilots who needed a tool to keep track of a different time zone. The watch was created for Pan American World Airlines who wanted a solid reliable watch with a 24 hour display clearly contrasting day and night hours. The unique blue-and-red bezel is referred to as ‘Pepsi’ by collectors. Rolex launched the GMT-Master ref. 16750 in 1981 it was in production until 1988. This watch comes with its original box and papers.

Purchase Details

Series Watch #PEPSI intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on March 4, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the watch market, please see “The Company’s Business – Alternative Assets Markets.”

Series Art #PICASSO

The Asset

Series Art #PICASSO intends to purchase Pablo Picasso, Femme assise, 1922, pen and ink on paper, 11.3 x 8.8 inches. Pablo Picasso was a Spanish-born painter, sculptor, printmaker, ceramicist and theater designer. Regarded as one of the most influential artists of the 20th century, he is known for co-founding the Cubist movement, the invention of constructed sculpture, the co-invention of collage, and for the wide variety of styles that he helped develop and explore. Picasso's work is often categorized into periods. While the names of many of his later periods are debated, the most commonly accepted periods in his work are the Blue Period (1901–1904), the Rose Period (1904–1906), the African-influenced Period (1907–1909), Analytic Cubism (1909–1912), and Synthetic Cubism (1912–1919), also referred to as the Crystal period. Much of Picasso's work of the late 1910s and early 1920s is in a neoclassical style, and his work in the mid-1920s often has characteristics of Surrealism. His later work often combines elements of his earlier styles. The present work, Femme Assise, was executed in 1922 - 1923 and is an example of his neoclassical style. This work is unique and has been confirmed by the artist’s son, Claude Picasso, the current expert for the artist.

Purchase Details

Series Art #PICASSO intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on March 4, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

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Series Art #DALI

The Asset

Series Art #DALI intends to purchase Salvador Dali, Cavaliers sur la plage (recto), Equisse d'un chevalier avec lance (verso), 1937, gouache, pen and brush, and India ink on light brown paper (recto), pen and India ink (verso), 30 7/8 x 22 7/8 inches. Salvadore Dali was a Spanish surrealist artist renowned for his technical skill, precise draftsmanship, and the striking and bizarre images in his work. Dalí's artistic repertoire included painting, graphic arts, film, sculpture, design and photography, at times in collaboration with other artists. He also wrote fiction, poetry, autobiography and criticism. Major themes in his work include dreams, the subconscious, sexuality, religion, science and his closest personal relationships. The present work entitled Cavaliers sur la plage is a prime example of Dali’s fascination with the horseback riders. The artist completed an entire set of etchings and drawings related to Don Quixote throughout his career, one of which is in the collection of the Metropolitan Museum of Art in New York.

Purchase Details

Series Art #DALI intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on March 3, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

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Series Comics #HULK181

The Asset

Series Comics #HULK181 intends to purchase the Incredible Hulk #181, Marvel Comics, November 1974, CGC 9.8. Incredible Hulk #181 is a defining issue of the Bronze Age of comic books. Wolverine makes his first full appearance in this issue. While there were many other characters created and that debuted in this span of time, Wolverine has become a staple of society via films, various media and merchandise. As one of the most recognizable members of the X-men, Wolverine has been depicted in numerous animated shows and films over the last 20 years. Most notably portrayed by Oscar-nominated actor Hugh Jackman, the character has played an important role in the Marvel cinematic universe. When creating this issue of Incredible Hulk #181 writer Len Wein took what was originally intended to be an ancillary character and produced a legacy superhero. The iconic cover was illustrated by Herb Trimpe, who also drew the art that accompanied Len Wein's story. The current example is a Near Mint / Mint, 9.8 copy of this issue, as graded by CGC (Certified Guaranty Company). There is only one known copy in better condition, a 9.9 copy, making this 9.8 copy rare.

Purchase Details

Series Comics #HULK181 intends to enter into a purchase agreement with its Asset Manager (StartEngine Assets) on or shortly after the date the minimum offering amount is reached, pursuant to which it will agree purchase from the Asset Manager the asset described above at a purchase price equal to the maximum offering amount for this series’ offering. Following the initial closing, the Administrative Manager intends to advance funds to the series to be able to purchase the assets and title to the underlying asset will be held by the series. A standard form of the intercompany agreement is included as Exhibit 6.2 to this offering statement of which this Offering Circular forms a part. No interest will accrue on the advance owed to the Administrative Manager. The Company may close the entire Offering at one time or may have multiple closings. If any of the series shares offered remain unsold as of the final closing, such series shares shall be issued to the Administrative Manager in full satisfaction of its advance. StartEngine Assets purchased the asset described above on March 18, 2022. A standard form of the purchase agreement is included as Exhibit 6.1 to this offering statement of which this Offering Circular forms a part.

Timing of Distributions

Market

For information on the art market, please see “The Company’s Business – Alternative Assets Markets.”

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THE COMPANY’S BUSINESS

Overview

At StartEngine Collectibles Fund I LLC, we believe that alternative assets are capable of delivering quality returns to investors. However, investing in alternative assets can often require significant financial resources and significant knowledge about the underlying assets and the industry. Due to these high barriers to entry, access to investments in alternative assets have been restrained to a fraction of the global economy. Even those that do have access to top quality alternative investments are faced with high fees, lack of transparency, and significant operational overheads. With high transactional costs and low transaction volumes, investors in alternative assets often suffer from illiquidity, resulting in long holding periods that make such investments inaccessible for many investors.

We plan to democratize alternative asset investing by providing access, liquidity and transparency. For different assets classes we have and are gathering a team of individuals with knowledge and experience needed to select and actively manage the assets. Further, we will be utilizing the platform of our parent company, StartEngine Crowdfunding, Inc., to post our offerings under Regulation A to every day investors. Investing in our series will give investors access to alternative assets such as wine, copyright assets, and any other unique or alternative assets (which we call “collectible” assets) that we deem to be valuable.

History and Structure

StartEngine Collectibles Fund I LLC is a series limited liability company formed on October 14, 2020 pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.

As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series of interests. We intend that each series of interests will own its own underlying assets, which will be works of art or other collectibles. A new series of interests will be issued for future art or collectibles or other alternative assets to be acquired by us.

Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. As such, the assets of a series include only the assets associated with that series and other related assets (e.g., cash reserves).

Members of our company

Members of our company include owners of shares of our company or shares of our series.

An investor who has purchased shares in one of our series in this offering will become an “Economic Member” of our company (as defined in our operating agreement). No Economic Member, in its capacity as such, will participate in the operation or management of the business of our company or any series, nor transact any business in our company or any series.

Managers of our company

As set forth in its operating agreement, StartEngine Collectibles Fund I LLC has two Managers – a Managing Member, and an Administrative Manager.

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Managing Member

StartEngine Assets LLC, a Delaware limited liability company formed on May 18, 2020 is the Managing Member of our company, As Managing Member, it has the full power and authority to do, and direct other Managers of our company or series to do, any and all things it determines to be necessary or appropriate to conduct the business of our company and each series, without the consent of our Economic Members.

In the event of the resignation of our Managing Member of its rights, obligations and respective title as a Managing Member, the non-resigning Managers of our company will nominate a successor Managing Member and the vote of a majority of the shares held by Economic Members will be required to elect a successor Managing Member.

Holders of shares in each series have the right to remove the Managing Member, by a vote of two-thirds of the holders of all shares in each series (excluding our Managing Member), in the event our Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our company. If so convicted, our Managing Member shall call a meeting of all of the holders of every series of shares within 30 calendar days of such non-appealable judgment at which the holders may vote to remove our Managing Member as Managing Member of our company and each series. If our Managing Member fails to call such a meeting, any interest holder will have the authority to call such a meeting. In the event of its removal, our Managing Member shall be entitled to receive all amounts that have accrued and are due and payable to it. If the holders vote to terminate and dissolve our company (and therefore each series), the liquidation provisions of the operating agreement shall apply (as described in “Securities Being Offered—Liquidation Rights”). In the event our Managing Member is removed as Managing Member of our company, it shall also immediately cease to be Managing Member of each series.

Administrative Manager

StartEngine Assets LLC is also the Administrative Manager of our company. As the Administrative Manager, StartEngine Assets LLC will be the investor liaison to our company, and will, among other things, assist with communications to our investors, provide shareholder services to our investors, and handle the distributions of dividends, and overseeing our shareholder records. Further the Administrative Manager will source and secure the rights to the underlying assets in each series. StartEngine Assets LLC will coordinate with its affiliates who will serve our company in various capacities, including StartEngine Secure LLC, who will act as our transfer agent, StartEngine Primary LLC, who, through its alternative trading system, StartEngine Secondary LLC, who will facilitate resales of our shares, and StartEngine Crowdfunding, Inc. that owns and operates an online investment platform www.startengine.com where investors will be able to purchase shares of our series.

Other Management Provisions

The Managing Member will generally not be entitled to vote on matters submitted to the holders of our shares. Our Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Managing Member.

The operating agreement further provides that our Managing Member, in exercising its rights in its capacity as the Managing Member, will be entitled to consider only such shares and factors as it desires, including its own shares, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company, any series of shares or any of the interest holders and will not be subject to any different standards imposed by the operating agreement, the LLC Act or under any other law, rule or regulation or in equity. In addition, the operating agreement provides that our Managing Member will not have any duty (including any fiduciary duty) to our company, any series or any of the interest holders.

Series of our Company

The Managing Member of our company may, at any time and from time to time cause our company to establish in writing (each, a “Series Designation”) one or more series of the company. The terms and conditions for each series established will be set forth in the Series Designation, as applicable, for the series, and the Series Designation will, upon approval by the Managing Member, become a part of our operating agreement.

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The Series Designation establishing a series may:

(i)

specify a name or names under which the business and affairs of such series may be conducted;

(ii)

designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of shares of such series and the Members of that series

(iii)

designate or authorize the designation of specific officers of a series.

In the event of a conflict between the terms and conditions of our operating agreement and a Series Designation, the terms and conditions of the Series Designation will control.

Each of the series of our company operates as if it were a separate limited liability company.

Managers of our Series

Our operating agreement requires that each series of our company have an Asset Manager and Administrative Management, which will be StartEngine Assets LLC, unless otherwise set forth in the applicable Series Designation of a series of our company (the terms of which are set by our Managing Member.) The Managing Member is also the Managing Member of each series, but does not intend to govern the day-to-day operations of any series of our company.

Asset Manager

The primary duty of the Asset Manager is to manage the underlying assets related to its series. The Asset Manager has sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset held by a series and to take any action that it deems necessary or desirable in connection therewith. It also is responsible for directing or performing the day-to-day business affairs of a series, including identifying assets for acquisition. StartEngine Assets LLC is the Asset Manager for all our series.

Administrative Manager

Each series must also have an Administrative Manager. Unless otherwise noted in the series designation for a particular series, StartEngine Assets LLC will serve as the Administrative Manager for each series, and will perform substantially the same services as it does for our company.

Our Managing Member has delegated to the series Managers broad asset management and operational powers over the series. In these capacities, the series Managers of a particular series will (among other things):

Oversee overall investment strategy, such as investment selection criteria and asset disposition strategies;

Serve as the investment and financial manager with respect to sourcing, underwriting, acquiring, financing, originating, servicing, investing in, redeveloping and eventually selling a diversified portfolio of the series assets;

Manage and/or perform the various administrative functions necessary for the day-to-day operations and management of the series assets;

Provide or arrange for third party administrative services, legal services, office space and other overhead items necessary for and incidental to acquisition, management and disposition of series assets;

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