EXPLANATORY NOTE
RSE Collection, LLC has prepared this Post-Qualification Amendment No. 24 to its Form 1-A, initially qualified by the Commission on August 10, 2017, solely for the purpose of amending the Exhibit Index with respect to Exhibit 6.3. Accordingly, this Post-Qualification Amendment No. 24 to Form 1-A consists only of Part I, this Explanatory Note, Part III, the signature page, and the revised Exhibit Index. The Offering Circular is unchanged and has therefore been omitted.
Exhibit 2.1 – Certificate of Formation (1)
Exhibit 2.2 – Third Amended and Restated Operating Agreement (3)
Exhibit 2.3 – First Amendment to the Third Amended and Restated Limited Liability Company Agreement (5)
Exhibit 2.4 – Second Amendment to the Third Amended and Restated Limited Liability Company Agreement (6)
Exhibit 2.5 – Third Amendment to the Third Amended and Restated Limited Liability Company Agreement (7)
Exhibit 2.6 – Fourth Amendment to the Third Amended and Restated Limited Liability Company Agreement (8)
Exhibit 3.1 – Standard Form of Series Designation (6)
Exhibit 4.1 – Amended and Restated Standard Form of Subscription Agreement (8)
Exhibit 6.1 – Standard Form of Asset Management Agreement (4)
Exhibit 6.2 – Broker of Record Agreement (5)
Exhibit 6.3 – (10)
Exhibit 6.4 – Amended and Restated Upper90 Secured Demand Promissory Term Note (11)
Exhibit 8.1 – Amended and Restated Subscription Escrow Agreement (5)
Exhibit 8.2 - Custodian Agreement with DriveWealth, LLC (9)
Exhibit 11.1 – Consent of EisnerAmper LLP (11)
Exhibit 12.1 – Opinion of Duane Morris LLP (11)
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 Amendment 13 to the Company’s Form 1-A POS filed with the Commission on February 25, 2019
(4)Previously filed as an Exhibit to Amendment 14 to the Company’s Form 1-A POS filed with the Commission on May 3, 2019
(5)Previously filed as an Exhibit to Form 1-U filed with the Commission on June 12, 2019
(6)Previously filed as an Exhibit to Amendment 15 to the Company’s Form 1-A POS filed with the Commission on July 8, 2019
(7)Previously filed as an Exhibit to Amendment 16 to the Company’s Form 1-A POS filed with the Commission on August 29, 2019
(8)Previously filed as an Exhibit to Amendment 18 to the Company’s Form 1-A POS filed with the Commission on October 11, 2019
(9)Previously filed as an Exhibit to the Company’s Form 1-K filed with the Commission on April 29, 2020
(10)Exhibit 6.3 has been restated and replaced in its entirety with Exhibit 6.4
(11)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on October 7, 2020
III-1
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/ George J. Leimer
Name: George J. Leimer
Title: Chief Executive Officer
This report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date
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/s/ George J. Leimer Name: George J. Leimer | Chief Executive Officer of RSE Markets, Inc. (Principal Executive Officer)
| October 9, 2020
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/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt | Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)
| October 9, 2020 |
RSE MARKETS, INC.
By: /s/ George J. Leimer Name: George J. Leimer Title: Chief Executive Officer
| Managing Member | October 9, 2020
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