EXPLANATORY NOTE
RSE Collection, LLC has prepared this Post-Effective Amendment No. 9 to its Form 1-A, qualified by the Commission on August 10, 2017, solely for the purpose of filing amended Exhibit 11.1 and amended Exhibit 12.1.
Exhibit 2.1 – Certificate of Formation (1)
Exhibit 2.2 – Second Amended and Restated Operating Agreement (1)
Exhibit 3.1 – Series Designation for Series #77LE1 (1)
Exhibit 3.2 – Amended and Restated Series Designation for Series #69BM1 (1)
Exhibit 3.3 – Series Designation for Series #88LJ1 (3)
Exhibit 3.4 – Series Designation for Series #85FT1 (3)
Exhibit 3.5 – Series Designation for Series #55PS1 (3)
Exhibit 3.6 – Amended and Restated Series Designation for Series #83FB1 (9)
Exhibit 3.7 – Amended and Restated Series Designation for Series #93XJ1 (9)
Exhibit 3.8 – Series Designation for Series #95BL1 (8)
Exhibit 3.9 – Series Designation for Series #90FM1 (9)
Exhibit 3.10 – Series Designation for Series #89PS1 (9)
Exhibit 3.11 – Series Designation for Series #98DV1 (10)
Exhibit 3.12 – Series Designation for Series #80LC1 (10)
Exhibit 3.13 – Series Designation for Series #72FG1 (10)
Exhibit 3.14 – Amended and Restated Series Designation for Series #06FS1 (11)
Exhibit 3.15 – Series Designation for Series #94DV1 (11)
Exhibit 3.16 – Series Designation for Series #91MV1 (11)
Exhibit 3.17 – Series Designation for Series #02AX1 (11)
Exhibit 3.18 – Series Designation for Series #92LD1 (11)
Exhibit 3.19 – Series Designation for Series #99LE1 (11)
Exhibit 3.20 – Series Designation for Series #91GS1 (11)
Exhibit 3.21 – Series Designation for Series #99FG1 (11)
Exhibit 3.22 – Series Designation for Series #88PT1 (11)
Exhibit 3.23 – Series Designation for Series #90ME1 (11)
Exhibit 3.24 – Series Designation for Series #82AB1 (11)
Exhibit 4.1 – Form of Subscription Agreement for Series #69BM1 (1)
Exhibit 4.2 – Form of Subscription Agreement for Series #88LJ1 (3)
Exhibit 4.3 – Form of Subscription Agreement for Series #85FT1 (3)
Exhibit 4.4 – Form of Subscription Agreement for Series #55PS1 (3)
Exhibit 4.5 – Amended and Restated Form of Subscription Agreement for Series #83FB1 (9)
Exhibit 4.6 – Amended and Restated Form of Subscription Agreement for Series #93XJ1 (9)
Exhibit 4.7 – Form of Subscription Agreement for Series #95BL1 (8)
Exhibit 4.8 – Form of Subscription Agreement for Series #90FM1 (9)
Exhibit 4.9 – Form of Subscription Agreement for Series #89PS1 (9)
Exhibit 4.10 – Form of Subscription Agreement for Series #98DV1 (10)
Exhibit 4.11 – Form of Subscription Agreement for Series #80LC1 (10)
Exhibit 4.12 – Form of Subscription Agreement for Series #72FG1 (10)
Exhibit 4.13 – Amended and Restated Form of Subscription Agreement for Series #06FS1 (11)
Exhibit 4.14 – Form of Subscription Agreement for Series #94DV1 (11)
Exhibit 4.15 – Form of Subscription Agreement for Series #91MV1 (11)
Exhibit 4.16 – Form of Subscription Agreement for Series #02AX1 (11)
Exhibit 4.17 – Form of Subscription Agreement for Series #92LD1 (11)
Exhibit 4.18 – Form of Subscription Agreement for Series #99LE1 (11)
Exhibit 4.19 – Form of Subscription Agreement for Series #91GS1 (11)
Exhibit 4.20 – Form of Subscription Agreement for Series #99FG1 (11)
Exhibit 4.21 – Form of Subscription Agreement for Series #88PT1 (11)
Exhibit 4.22 – Form of Subscription Agreement for Series #90ME1 (11)
Exhibit 4.23 – Form of Subscription Agreement for Series #82AB1 (11)
Exhibit 6.1 – Form of Asset Management Agreement for Series #69BM1 (1)
Exhibit 6.2 – Promissory Note in respect of Series #69BM1 Asset (1)
Exhibit 6.3 – Promissory Note in respect of Series #88LJ1 Asset (3)
Exhibit 6.4 – Promissory Note in respect of Series #85FT1 Asset (3)
Exhibit 6.5 – Promissory Note, Disclosure and Security Agreement in respect of Series #85FT1 Asset (3)
Exhibit 6.6 – Purchase Option Agreement in respect of Series #55PS1 Asset (3)
Exhibit 6.7 – Promissory Note in respect of Series #55PS1 Asset (3)
Exhibit 6.8 – Form of Asset Management Agreement for Series #88LJ1 (3)
Exhibit 6.9 – Form of Asset Management Agreement for Series #85FT1 (3)
Exhibit 6.10 – Form of Asset Management Agreement for Series #55PS1 (3)
Exhibit 6.11 – Form of Asset Management Agreement for Series #83FB1 (4)
Exhibit 6.12 – Purchase Option Agreement in respect of Series #83FB1 Asset (4)
Exhibit 6.13 – Form of Asset Management Agreement for Series #93XJ1 (7)
Exhibit 6.14 – Purchase Option Agreement in respect of Series #93XJ1 Asset (7)
Exhibit 6.15 – Promissory Note in respect of Series #95BL1 Asset (8)
Exhibit 6.16 – Promissory Note, Disclosure and Security Agreement in respect of Series #95BL1 Asset (8)
Exhibit 6.17 – Form Asset Management Agreement in respect of Series #95BL1 Asset (8)
Exhibit 6.18 – Promissory Note 2 in respect of Series #55PS1 Asset (8)
Exhibit 6.19 – Promissory Note in respect of Series #93XJ1 Asset (8)
Exhibit 6.20 – Promissory Note 2 in respect of Series #93XJ1 Asset (8)
Exhibit 6.21 – Form of Asset Management Agreement for Series #90FM1 (9)
Exhibit 6.22 – Form of Asset Management Agreement for Series #89PS1 (9)
Exhibit 6.23 – Purchase Option Agreement in respect of Series #90FM1 Asset (9)
Exhibit 6.24 – Purchase Option Agreement in respect of Series #89PS1 Asset (9)
Exhibit 6.25 – Promissory Note in respect of Series #98DV1 Asset (10)
Exhibit 6.26 – Form of Asset Management Agreement for Series #98DV1 (10)
Exhibit 6.27 – Purchase Option Agreement in respect of Series #80LC1 Asset (10)
Exhibit 6.28 – Form of Asset Management Agreement for Series #80LC1 (10)
Exhibit 6.29 – Form of Asset Management Agreement for Series #72FG1 (10)
Exhibit 6.30 – Amended and Restated Form of Asset Management Agreement for Series #06FS1 (11)
Exhibit 6.31 – Purchase Option Agreement in respect of Series #06FS1 Asset (11)
Exhibit 6.32 – Purchase Option Agreement in respect of Series #94DV1 Asset (11)
Exhibit 6.33 – Promissory Note in respect of Series #02AX1 Asset (11)
Exhibit 6.34 – Promissory Note in respect of Series #99LE1 Asset (11)
Exhibit 6.35 – Form of Asset Management Agreement for Series #94DV1 (11)
Exhibit 6.36 – Form of Asset Management Agreement for Series #91MV1 (11)
Exhibit 6.37 – Form of Asset Management Agreement for Series #02AX1 (11)
Exhibit 6.38 – Form of Asset Management Agreement for Series #92LD1 (11)
Exhibit 6.39 – Form of Asset Management Agreement for Series #99LE1 (11)
Exhibit 6.40 – Form of Asset Management Agreement for Series #91GS1 (11)
Exhibit 6.41 – Form of Asset Management Agreement for Series #99FG1 (11)
Exhibit 6.42 – Form of Asset Management Agreement for Series #88PT1 (11)
Exhibit 6.43 – Form of Asset Management Agreement for Series #90ME1 (11)
Exhibit 6.44 – Form of Asset Management Agreement for Series #82AB1 (11)
Exhibit 8.1 – Form of Escrow Agreement (1)
Exhibit 11.1 – Consent of EisnerAmper LLP
Exhibit 12.1 – Opinion of Nixon Peabody LLP
Exhibit 13.1 – Testing the Waters Materials for Series #69BM1 (1)
Exhibit 15.1 – Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)
(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017
(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017
(3)Previously filed as an Exhibit to the Company’s Form 1-A POS filed with the Commission on August 21, 2017
(4)Previously filed as Amendment 2 to the Company’s Form 1-A POS filed with the Commission on
December 18, 2017
(5)Previously filed as Amendment 3 to the Company’s Form 1-A POS filed with the Commission on December 19, 2017
(6)Amended as part of the submission of Amendment 4 to the Company’s Form 1-A POS filed with the Commission on February 20, 2018
(7)Previously filed as Amendment 4 to the Company’s Form 1-A POS filed with the Commission on February 20, 2018
(8)Previously filed as Amendment 5 to the Company’s Form 1-A POS filed with the Commission on May 11, 2018
(9)Previously filed as Amendment 6 to the Company’s Form 1-A POS filed with the Commission on June 22, 2018
(10)Previously filed as Amendment 7 to the Company’s Form 1-A POS filed with the Commission on August 24, 2018
(11)Previously filed as Amendment 8 to the Company’s Form 1-A POS filed with the Commission on October 15, 2018
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RSE COLLECTION, LLC
By: RSE Markets, Inc., its managing member
By: /s/ Christopher Bruno
Name: Christopher Bruno
Title: President
This report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date
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/s/ Christopher Bruno Name: Christopher Bruno | President of RSE Markets, Inc. (Principal Executive Officer)
| October 24, 2018 |
/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt | Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)
| October 24 , 2018 |
RSE MARKETS, INC.
By: /s/ Christopher Bruno Name: Christopher Bruno Title: President
| Managing Member | October 24, 2018 |
Exhibit 11.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Post-Qualification Offering Circular Amendment No. 8 to this
Regulation A Offering Statement (Form 1-A) of RSE Collection, LLC to be filed on or about October 12, 2018 of our report dated April 27, 2018, on our audits of the financial statements as of December 31, 2017 and 2016 and for the year ended December 31, 2017 and for the period from August 24, 2016 (inception) through December 31, 2016. Our report includes an explanatory paragraph regarding the Company's ability to continue as a going concern.
/s/ EisnerAmper LLP
EISNERAMPER LLP
New York, New York
October 11, 2018
Exhibit 12.1
Nixon Peabody LLP
Tower 46
55 West 46th Street
New York, NY 10036-4120
212-940-3000
October 15, 2018
RSE Collection, LLC
c/o RSE Markets, Inc.
41 W 25th Street
8th Floor
New York, NY 10010
Re: Post Qualification Amendment No. 8 to Offering Statement on Form 1-A
Ladies and Gentlemen:
We have acted as special counsel to RSE Collection, LLC, a Delaware series limited liability company (the “Company”) in connection with the filing of an Offering Statement on Form 1-A as amended by the Post Qualification Offering Circular Amendment No. 8 (together, the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Offering Statement relates to the proposed issuance and sale by the Company (the “Offering”) of up to 2,000 of the Company’s Series #94DV1 Interests, Series #02AX1 Interests, and Series #99LE1 Interests; up to 2,200 of the Company’s Series #91MV1 Interests, Series #91GS1 Interests, Series #99FG1 Interests, Series #88PT1 Interests and Series #82AB1 Interests, up to 3,000 of the Company’s Series #92LD1 Interests, up to 5,000 of the Company’s Series #80LC1 Interests and Series #93XJ1 Interests, up to 5,251 Series #06FS1 Interests, up to 5,476 of the Company’s #72FG1 Interests, and up to 5,750 of the Company’s Series #90ME1 Interests (collectively, the “Interests”, in each case as defined in the Second Amended and Restated Operating Agreement of the Company dated as of May 25, 2017 (the “Operating Agreement”) and the Amended and Restated Series Designation of Series #93XJ1 Interests, Amended and Restated Series Designation of Series #06FS1, the Series Designation of Series #94DV1, the Series Designation of Series #91MV1, the Series Designation of Series #02AX1, the Series Designation of Series #92LD1, the Series Designation of Series #99LE1, the Series Designation of Series #91GS1, the Series Designation of Series #99FG1, the Series Designation of Series #88PT1, the Series Designation of Series #90ME1, the Series Designation of Series #80LC1, the Series Designation of Series #72FG1 and the Series Designation of Series #82AB1 each in the forms attached thereto (collectively, the “Series Designations”)). We understand that the Interests will be sold as described in the Offering Statement and pursuant to Subscription Agreements, as the same may have been amended and restated prior to the date hereof, substantially in the forms filed as exhibits to the Offering Statement applicable to the particular Series, to be entered into by and between the Company and each of the purchasers of the Interests (each, a “Subscription Agreement” and collectively the “Subscription Agreements”).
In connection with the Offering, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Formation of the Company, (ii) the Operating Agreement, (iii) the Series Designations, (iv) corporate proceedings, including the resolutions of the manager of the Company and the Board of Directors of the manager of the Company, with respect to the Offering, and (v) such other documents, instruments and records as we have deemed necessary to enable us to render the opinions contained herein. We have also relied upon certificates and other assurances of officers of the manager of the Company and others as to certain factual matters without having independently verified such factual matters. We have also reviewed the Offering Statement and forms of Subscription Agreements filed with the Commission. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents, the completeness of all records and other
information made available to us by the Company on which we have relied, the genuineness of all signatures, the legal capacity of all signatories who are natural persons and the due execution and delivery of all documents.
We have assumed that (i) the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (ii) the Offering Statement will be and remain qualified under the Securities Act, and (iii) the Company will receive the required consideration for the issuance of such Interests at or prior to the issuance thereof. We have relied upon certificates of, and information received from, the Company and/or representatives of the Company when relevant facts were not otherwise independently established. We also have relied on information obtained from public officials and other sources believed by us to be reliable as to other questions of fact. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company, representatives of the Company and/or public officials and do not opine as to the accuracy of such factual matters.
Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York, the federal law of the United States, and the Delaware Limited Liability Company Act (the “Delaware Act”). We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in law that may hereafter occur.
Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. We are opining only as to the matters expressly set forth herein and we express no opinion as to any matter not expressly opined on herein.
Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that the Interests have been authorized by all necessary limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Operating Agreement, applicable Series Designation and applicable Subscription Agreement against payment therefor in the manner contemplated in the Offering Statement, will be legally issued and, under the Delaware Act, purchasers of the Interests have no obligation to make payments to the Company (other than their purchase price for the Interests), or contributions to the Company, solely by reason of their ownership of the Interests or their status as members of the Company, and no personal liability for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being members of the Company.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Offering Statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
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| /s/ Nixon Peabody LLP |
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| NIXON PEABODY LLP |