This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Archive, LLC. The offering statement was originally filed by RSE Archive, LLC on August 13, 2019 and has been amended by RSE Archive, LLC on multiple occasions since that date. The offering statement, as amended by pre-qualification amendments, was initially qualified by the U.S. Securities and Exchange Commission on October 11, 2019.
Different series of RSE Archive, LLC have already been offered or have been qualified but not yet launched as of the date hereof, by RSE Archive, LLC under the offering statement, as amended and qualified. Each such series of RSE Archive, LLC will continue to be offered and sold by RSE Archive, LLC following the filing of this post-qualification amendment subject to the offering conditions contained in the offering statement, as qualified.
The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, the offering of additional series of RSE Archive, LLC. The series already offered, or qualified but not yet launched as of the date hereof, under the offering statement, and the additional series being added to the offering statement by means of this post-qualification amendment, are outlined in the “Master Series Table” contained in the section titled “Interests in Series Covered by This Amendment” of the Offering Circular to this post-qualification amendment.
This Post-Qualification Offering Circular Amendment No. 17 amends the Post-Qualification Offering Circular No. 16 of RSE Archive LLC, dated December 10, 2020 as qualified on December 21, 2020, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
POST-QUALIFICATION OFFERING CIRCULAR AMENDMENT NO. 17
SUBJECT TO COMPLETION; DATED DECEMBER 30, 2020
|
250 LAFAYETTE STREET, 2nd FLOOR, NEW YORK, NY 10012
(347-952-8058) Telephone Number
www.rallyrd.com
This Post-Qualification Amendment relates to the offer and sale of series of interest, as described below, to be issued by RSE Archive, LLC (the “Company,” “RSE Archive,” “we,” “us,” or “our”).
| Series Membership Interests Overview | ||||
Price to Public | Underwriting Discounts and Commissions (1)(2)(3) | Proceeds to Issuer | Proceeds to Other Persons | ||
|
|
|
|
|
|
Series #52MANTLE | Per Unit | $132.00 |
| $132.00 |
|
| Total Minimum | $105,600 |
| $105,600 |
|
| Total Maximum | $132,000 |
| $132,000 |
|
|
|
|
|
|
|
Series #71MAYS | Per Unit | $28.50 |
| $28.50 |
|
| Total Minimum | $45,600 |
| $45,600 |
|
| Total Maximum | $57,000 |
| $57,000 |
|
|
|
|
|
|
|
Series #RLEXPEPSI | Per Unit | $8.90 |
| $8.90 |
|
| Total Minimum | $14,240 |
| $14,240 |
|
| Total Maximum | $17,800 |
| $17,800 |
|
|
|
|
|
|
|
Series #10COBB | Per Unit | $39.00 |
| $39.00 |
|
| Total Minimum | $31,200 |
| $31,200 |
|
| Total Maximum | $39,000 |
| $39,000 |
|
|
|
|
|
|
|
Series #POTTER | Per Unit | $24.00 |
| $24.00 |
|
| Total Minimum | $57,600 |
| $57,600 |
|
| Total Maximum | $72,000 |
| $72,000 |
|
|
|
|
|
|
|
Series #TWOCITIES | Per Unit | $72.50 |
| $72.50 |
|
| Total Minimum | $11,600 |
| $11,600 |
|
| Total Maximum | $14,500 |
| $14,500 |
|
|
|
|
|
|
|
Series #FROST | Per Unit | $67.50 |
| $67.50 |
|
| Total Minimum | $10,800 |
| $10,800 |
|
| Total Maximum | $13,500 |
| $13,500 |
|
|
|
|
|
|
|
Series #BIRKINBLEU | Per Unit | $58.00 |
| $58.00 |
|
| Total Minimum | $46,400 |
| $46,400 |
|
| Total Maximum | $58,000 |
| $58,000 |
|
|
|
|
|
|
|
Series #SMURF | Per Unit | $17.25 |
| $17.25 |
|
| Total Minimum | $27,600 |
| $27,600 |
|
| Total Maximum | $34,500 |
| $34,500 |
|
|
|
|
|
|
|
Series #70RLEX | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $16,000 |
| $16,000 |
|
| Total Maximum | $20,000 |
| $20,000 |
|
|
|
|
|
|
|
Series #EINSTEIN | Per Unit | $7.25 |
| $7.25 |
|
| Total Minimum | $11,600 |
| $11,600 |
|
| Total Maximum | $14,500 |
| $14,500 |
|
|
|
|
|
|
|
Series #HONUS | Per Unit | $52.00 |
| $52.00 |
|
| Total Minimum | $416,000 |
| $416,000 |
|
| Total Maximum | $520,000 |
| $520,000 |
|
|
|
|
|
|
|
Series #75ALI | Per Unit | $23.00 |
| $23.00 |
|
| Total Minimum | $36,800 |
| $36,800 |
|
| Total Maximum | $46,000 |
| $46,000 |
|
|
|
|
|
|
|
Series #71ALI | Per Unit | $15.50 |
| $15.50 |
|
| Total Minimum | $24,800 |
| $24,800 |
|
| Total Maximum | $31,000 |
| $31,000 |
|
|
|
|
|
|
|
Series #APROAK | Per Unit | $75.00 |
| $75.00 |
|
| Total Minimum | $60,000 |
| $60,000 |
|
| Total Maximum | $75,000 |
| $75,000 |
|
|
|
|
|
|
|
Series #88JORDAN | Per Unit | $11.00 |
| $11.00 |
|
| Total Minimum | $17,600 |
| $17,600 |
|
| Total Maximum | $22,000 |
| $22,000 |
|
|
|
|
|
|
|
Series #BIRKINBOR | Per Unit | $26.25 |
| $26.25 |
|
| Total Minimum | $42,000 |
| $42,000 |
|
| Total Maximum | $52,500 |
| $52,500 |
|
|
|
|
|
|
|
Series #33RUTH | Per Unit | $38.50 |
| $38.50 |
|
| Total Minimum | $61,600 |
| $61,600 |
|
| Total Maximum | $77,000 |
| $77,000 |
|
|
|
|
|
|
|
Series #SPIDER1 | Per Unit | $22.00 |
| $22.00 |
|
| Total Minimum | $17,600 |
| $17,600 |
|
| Total Maximum | $22,000 |
| $22,000 |
|
|
|
|
|
|
|
Series #BATMAN3 | Per Unit | $78.00 |
| $78.00 |
|
| Total Minimum | $62,400 |
| $62,400 |
|
| Total Maximum | $78,000 |
| $78,000 |
|
|
|
|
|
|
|
Series #ROOSEVELT | Per Unit | $19.50 |
| $19.50 |
|
| Total Minimum | $15,600 |
| $15,600 |
|
| Total Maximum | $19,500 |
| $19,500 |
|
|
|
|
|
|
|
Series #ULYSSES | Per Unit | $51.00 |
| $51.00 |
|
| Total Minimum | $20,400 |
| $20,400 |
|
| Total Maximum | $25,500 |
| $25,500 |
|
|
|
|
|
|
|
Series #56MANTLE | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $8,000 |
| $8,000 |
|
| Total Maximum | $10,000 |
| $10,000 |
|
|
|
|
|
|
|
Series #AGHOWL | Per Unit | $38.00 |
| $38.00 |
|
| Total Minimum | $15,200 |
| $15,200 |
|
| Total Maximum | $19,000 |
| $19,000 |
|
|
|
|
|
|
|
Series #98JORDAN | Per Unit | $64.00 |
| $64.00 |
|
| Total Minimum | $102,400 |
| $102,400 |
|
| Total Maximum | $128,000 |
| $128,000 |
|
|
|
|
|
|
|
Series #18ZION | Per Unit | $30.00 |
| $30.00 |
|
| Total Minimum | $12,000 |
| $12,000 |
|
| Total Maximum | $15,000 |
| $15,000 |
|
|
|
|
|
|
|
Series #SNOOPY | Per Unit | $12.75 |
| $12.75 |
|
| Total Minimum | $20,400 |
| $20,400 |
|
| Total Maximum | $25,500 |
| $25,500 |
|
|
|
|
|
|
|
Series #APOLLO11 | Per Unit | $32.00 |
| $32.00 |
|
| Total Minimum | $25,600 |
| $25,600 |
|
| Total Maximum | $32,000 |
| $32,000 |
|
|
|
|
|
|
|
Series #24RUTHBAT | Per Unit | $85.00 |
| $85.00 |
|
| Total Minimum | $204,000 |
| $204,000 |
|
| Total Maximum | $255,000 |
| $255,000 |
|
|
|
|
|
|
|
Series #YOKO | Per Unit | $80.00 |
| $80.00 |
|
| Total Minimum | $12,800 |
| $12,800 |
|
| Total Maximum | $16,000 |
| $16,000 |
|
|
|
|
|
|
|
Series #86JORDAN | Per Unit | $40.00 |
| $40.00 |
|
| Total Minimum | $32,000 |
| $32,000 |
|
| Total Maximum | $40,000 |
| $40,000 |
|
|
|
|
|
|
|
Series #RUTHBALL1 | Per Unit | $14.50 |
| $14.50 |
|
| Total Minimum | $23,200 |
| $23,200 |
|
| Total Maximum | $29,000 |
| $29,000 |
|
|
|
|
|
|
|
Series #HULK1 | Per Unit | $44.50 |
| $44.50 |
|
| Total Minimum | $71,200 |
| $71,200 |
|
| Total Maximum | $89,000 |
| $89,000 |
|
|
|
|
|
|
|
Series #HIMALAYA | Per Unit | $70.00 |
| $70.00 |
|
| Total Minimum | $112,000 |
| $112,000 |
|
| Total Maximum | $140,000 |
| $140,000 |
|
|
|
|
|
|
|
Series #55CLEMENTE | Per Unit | $38.00 |
| $38.00 |
|
| Total Minimum | $30,400 |
| $30,400 |
|
| Total Maximum | $38,000 |
| $38,000 |
|
|
|
|
|
|
|
Series #38DIMAGGIO | Per Unit | $22.00 |
| $22.00 |
|
| Total Minimum | $17,600 |
| $17,600 |
|
| Total Maximum | $22,000 |
| $22,000 |
|
|
|
|
|
|
|
Series #BOND1 | Per Unit | $39.00 |
| $39.00 |
|
| Total Minimum | $31,200 |
| $31,200 |
|
| Total Maximum | $39,000 |
| $39,000 |
|
|
|
|
|
|
|
Series #LOTR | Per Unit | $29.00 |
| $29.00 |
|
| Total Minimum | $23,200 |
| $23,200 |
|
| Total Maximum | $29,000 |
| $29,000 |
|
|
|
|
|
|
|
Series #CATCHER | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $10,000 |
| $10,000 |
|
| Total Maximum | $12,500 |
| $12,500 |
|
|
|
|
|
|
|
Series #SUPER21 | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $6,800 |
| $6,800 |
|
| Total Maximum | $8,500 |
| $8,500 |
|
|
|
|
|
|
|
Series #BATMAN1 | Per Unit | $71.00 |
| $71.00 |
|
| Total Minimum | $56,800 |
| $56,800 |
|
| Total Maximum | $71,000 |
| $71,000 |
|
|
|
|
|
|
|
Series #GMTBLACK1 | Per Unit | $28.00 |
| $28.00 |
|
| Total Minimum | $22,400 |
| $22,400 |
|
| Total Maximum | $28,000 |
| $28,000 |
|
|
|
|
|
|
|
Series #BIRKINTAN | Per Unit | $28.00 |
| $28.00 |
|
| Total Minimum | $22,400 |
| $22,400 |
|
| Total Maximum | $28,000 |
| $28,000 |
|
|
|
|
|
|
|
Series #61JFK | Per Unit | $11.50 |
| $11.50 |
|
| Total Minimum | $18,400 |
| $18,400 |
|
| Total Maximum | $23,000 |
| $23,000 |
|
|
|
|
|
|
|
Series #50JACKIE | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $8,000 |
| $8,000 |
|
| Total Maximum | $10,000 |
| $10,000 |
|
|
|
|
|
|
|
Series #POKEMON1 | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $100,000 |
| $100,000 |
|
| Total Maximum | $125,000 |
| $125,000 |
|
|
|
|
|
|
|
Series #LINCOLN | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $64,000 |
| $64,000 |
|
| Total Maximum | $80,000 |
| $80,000 |
|
|
|
|
|
|
|
Series #STARWARS1 | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $9,600 |
| $9,600 |
|
| Total Maximum | $12,000 |
| $12,000 |
|
|
|
|
|
|
|
Series #56TEDWILL | Per Unit | $45.00 |
| $45.00 |
|
| Total Minimum | $72,000 |
| $72,000 |
|
| Total Maximum | $90,000 |
| $90,000 |
|
|
|
|
|
|
|
Series #68MAYS | Per Unit | $19.50 |
| $19.50 |
|
| Total Minimum | $31,200 |
| $31,200 |
|
| Total Maximum | $39,000 |
| $39,000 |
|
|
|
|
|
|
|
Series #TMNT1 | Per Unit | $65.00 |
| $65.00 |
|
| Total Minimum | $52,000 |
| $52,000 |
|
| Total Maximum | $65,000 |
| $65,000 |
|
|
|
|
|
|
|
Series #CAPTAIN3 | Per Unit | $37.00 |
| $37.00 |
|
| Total Minimum | $29,600 |
| $29,600 |
|
| Total Maximum | $37,000 |
| $37,000 |
|
|
|
|
|
|
|
Series #51MANTLE | Per Unit | $17.00 |
| $17.00 |
|
| Total Minimum | $27,200 |
| $27,200 |
|
| Total Maximum | $34,000 |
| $34,000 |
|
|
|
|
|
|
|
Series #CHURCHILL | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $6,000 |
| $6,000 |
|
| Total Maximum | $7,500 |
| $7,500 |
|
|
|
|
|
|
|
Series #SHKSPR4 | Per Unit | $115.00 |
| $115.00 |
|
| Total Minimum | $92,000 |
| $92,000 |
|
| Total Maximum | $115,000 |
| $115,000 |
|
|
|
|
|
|
|
Series #03KOBE | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $40,000 |
| $40,000 |
|
| Total Maximum | $50,000 |
| $50,000 |
|
|
|
|
|
|
|
Series #03LEBRON | Per Unit | $17.00 |
| $17.00 |
|
| Total Minimum | $27,200 |
| $27,200 |
|
| Total Maximum | $34,000 |
| $34,000 |
|
|
|
|
|
|
|
Series #03JORDAN | Per Unit | $20.50 |
| $20.50 |
|
| Total Minimum | $32,800 |
| $32,800 |
|
| Total Maximum | $41,000 |
| $41,000 |
|
|
|
|
|
|
|
Series #39TEDWILL | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $22,400 |
| $22,400 |
|
| Total Maximum | $28,000 |
| $28,000 |
|
|
|
|
|
|
|
Series #94JETER | Per Unit | $45.00 |
| $45.00 |
|
| Total Minimum | $36,000 |
| $36,000 |
|
| Total Maximum | $45,000 |
| $45,000 |
|
|
|
|
|
|
|
Series #2020TOPPS | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $80,000 |
| $80,000 |
|
| Total Maximum | $100,000 |
| $100,000 |
|
|
|
|
|
|
|
Series #FANFOUR1 | Per Unit | $52.50 |
| $52.50 |
|
| Total Minimum | $84,000 |
| $84,000 |
|
| Total Maximum | $105,000 |
| $105,000 |
|
|
|
|
|
|
|
Series #86RICE | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $18,400 |
| $18,400 |
|
| Total Maximum | $23,000 |
| $23,000 |
|
|
|
|
|
|
|
Series #DAREDEV1 | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $9,200 |
| $9,200 |
|
| Total Maximum | $11,500 |
| $11,500 |
|
|
|
|
|
|
|
Series #85MARIO | Per Unit | $50.00 |
| $50.00 |
|
| Total Minimum | $120,000 |
| $120,000 |
|
| Total Maximum | $150,000 |
| $150,000 |
|
|
|
|
|
|
|
Series #TOS39 | Per Unit | $45.00 |
| $45.00 |
|
| Total Minimum | $108,000 |
| $108,000 |
|
| Total Maximum | $135,000 |
| $135,000 |
|
|
|
|
|
|
|
Series #05LATOUR | Per Unit | $9.80 |
| $9.80 |
|
| Total Minimum | $7,840 |
| $7,840 |
|
| Total Maximum | $9,800 |
| $9,800 |
|
|
|
|
|
|
|
Series #16SCREAG | Per Unit | $39.00 |
| $39.00 |
|
| Total Minimum | $31,200 |
| $31,200 |
|
| Total Maximum | $39,000 |
| $39,000 |
|
|
|
|
|
|
|
Series #14DRC | Per Unit | $54.00 |
| $54.00 |
|
| Total Minimum | $43,200 |
| $43,200 |
|
| Total Maximum | $54,000 |
| $54,000 |
|
|
|
|
|
|
|
Series #57MANTLE | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $6,400 |
| $6,400 |
|
| Total Maximum | $8,000 |
| $8,000 |
|
|
|
|
|
|
|
Series #FAUBOURG | Per Unit | $75.00 |
| $75.00 |
|
| Total Minimum | $120,000 |
| $120,000 |
|
| Total Maximum | $150,000 |
| $150,000 |
|
|
|
|
|
|
|
Series #SOBLACK | Per Unit | $56.00 |
| $56.00 |
|
| Total Minimum | $44,800 |
| $44,800 |
|
| Total Maximum | $56,000 |
| $56,000 |
|
|
|
|
|
|
|
Series #GATSBY | Per Unit | $50.00 |
| $50.00 |
|
| Total Minimum | $160,000 |
| $160,000 |
|
| Total Maximum | $200,000 |
| $200,000 |
|
|
|
|
|
|
|
Series #93DAYTONA | Per Unit | $21.00 |
| $21.00 |
|
| Total Minimum | $33,600 |
| $33,600 |
|
| Total Maximum | $42,000 |
| $42,000 |
|
|
|
|
|
|
|
Series #09TROUT | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $180,000 |
| $180,000 |
|
| Total Maximum | $225,000 |
| $225,000 |
|
|
|
|
|
|
|
Series #57STARR | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $6,400 |
| $6,400 |
|
| Total Maximum | $8,000 |
| $8,000 |
|
|
|
|
|
|
|
Series #AF15 | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $160,000 |
| $160,000 |
|
| Total Maximum | $200,000 |
| $200,000 |
|
|
|
|
|
|
|
Series #03KOBE2 | Per Unit | $4.00 |
| $4.00 |
|
| Total Minimum | $18,400 |
| $18,400 |
|
| Total Maximum | $23,000 |
| $23,000 |
|
|
|
|
|
|
|
Series #JOBSMAC | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $40,000 |
| $40,000 |
|
| Total Maximum | $50,000 |
| $50,000 |
|
|
|
|
|
|
|
Series #16PETRUS | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $36,000 |
| $36,000 |
|
| Total Maximum | $45,000 |
| $45,000 |
|
|
|
|
|
|
|
Series #ALICE | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $9,600 |
| $9,600 |
|
| Total Maximum | $12,000 |
| $12,000 |
|
|
|
|
|
|
|
Series #SPIDER10 | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $16,800 |
| $16,800 |
|
| Total Maximum | $21,000 |
| $21,000 |
|
|
|
|
|
|
|
Series #62MANTLE | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $120,000 |
| $120,000 |
|
| Total Maximum | $150,000 |
| $150,000 |
|
|
|
|
|
|
|
Series #BATMAN6 | Per Unit | $13.50 |
| $13.50 |
|
| Total Minimum | $21,600 |
| $21,600 |
|
| Total Maximum | $27,000 |
| $27,000 |
|
|
|
|
|
|
|
Series #CLEMENTE2 | Per Unit | $35.00 |
| $35.00 |
|
| Total Minimum | $56,000 |
| $56,000 |
|
| Total Maximum | $70,000 |
| $70,000 |
|
|
|
|
|
|
|
Series #79STELLA | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $55,200 |
| $55,200 |
|
| Total Maximum | $69,000 |
| $69,000 |
|
|
|
|
|
|
|
Series #TKAM | Per Unit | $16.00 |
| $16.00 |
|
| Total Minimum | $25,600 |
| $25,600 |
|
| Total Maximum | $32,000 |
| $32,000 |
|
|
|
|
|
|
|
Series #SUPER14 | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $104,000 |
| $104,000 |
|
| Total Maximum | $130,000 |
| $130,000 |
|
|
|
|
|
|
|
Series #DIMAGGIO2 | Per Unit | $10.50 |
| $10.50 |
|
| Total Minimum | $16,800 |
| $16,800 |
|
| Total Maximum | $21,000 |
| $21,000 |
|
|
|
|
|
|
|
Series #13BEAUX | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $20,400 |
| $20,400 |
|
| Total Maximum | $25,500 |
| $25,500 |
|
|
|
|
|
|
|
Series #88MARIO | Per Unit | $15.00 |
| $15.00 |
|
| Total Minimum | $24,000 |
| $24,000 |
|
| Total Maximum | $30,000 |
| $30,000 |
|
|
|
|
|
|
|
Series #ANMLFARM | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $8,000 |
| $8,000 |
|
| Total Maximum | $10,000 |
| $10,000 |
|
|
|
|
|
|
|
Series #NASA1 | Per Unit | $30.00 |
| $30.00 |
|
| Total Minimum | $240,000 |
| $240,000 |
|
| Total Maximum | $300,000 |
| $300,000 |
|
|
|
|
|
|
|
Series #00BRADY | Per Unit | $12.00 |
| $12.00 |
|
| Total Minimum | $36,000 |
| $36,000 |
|
| Total Maximum | $45,000 |
| $45,000 |
|
|
|
|
|
|
|
Series #85NES | Per Unit | $4.00 |
| $4.00 |
|
| Total Minimum | $25,600 |
| $25,600 |
|
| Total Maximum | $32,000 |
| $32,000 |
|
|
|
|
|
|
|
Series #04LEBRON | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $40,000 |
| $40,000 |
|
| Total Maximum | $50,000 |
| $50,000 |
|
|
|
|
|
|
|
Series #85JORDAN | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $200,000 |
| $200,000 |
|
| Total Maximum | $250,000 |
| $250,000 |
|
|
|
|
|
|
|
Series #69KAREEM | Per Unit | $11.00 |
| $11.00 |
|
| Total Minimum | $22,000 |
| $22,000 |
|
| Total Maximum | $27,500 |
| $27,500 |
|
|
|
|
|
|
|
Series #59JFK | Per Unit | $13.00 |
| $13.00 |
|
| Total Minimum | $20,800 |
| $20,800 |
|
| Total Maximum | $26,000 |
| $26,000 |
|
|
|
|
|
|
|
Series #JUSTICE1 | Per Unit | $43.00 |
| $43.00 |
|
| Total Minimum | $172,000 |
| $172,000 |
|
| Total Maximum | $215,000 |
| $215,000 |
|
|
|
|
|
|
|
Series #GRAPES | Per Unit | $19.50 |
| $19.50 |
|
| Total Minimum | $31,200 |
| $31,200 |
|
| Total Maximum | $39,000 |
| $39,000 |
|
|
|
|
|
|
|
Series #GOLDENEYE | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $20,000 |
| $20,000 |
|
| Total Maximum | $25,000 |
| $25,000 |
|
|
|
|
|
|
|
Series #03LEBRON2 | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $80,000 |
| $80,000 |
|
| Total Maximum | $100,000 |
| $100,000 |
|
|
|
|
|
|
|
Series #34GEHRIG | Per Unit | $7.00 |
| $7.00 |
|
| Total Minimum | $28,000 |
| $28,000 |
|
| Total Maximum | $35,000 |
| $35,000 |
|
|
|
|
|
|
|
Series #98KANGA | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $136,000 |
| $136,000 |
|
| Total Maximum | $170,000 |
| $170,000 |
|
|
|
|
|
|
|
Series #06BRM | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $14,800 |
| $14,800 |
|
| Total Maximum | $18,500 |
| $18,500 |
|
|
|
|
|
|
|
Series #MOONSHOE | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $144,000 |
| $144,000 |
|
| Total Maximum | $180,000 |
| $180,000 |
|
|
|
|
|
|
|
Series #DUNE | Per Unit | $13.25 |
| $13.25 |
|
| Total Minimum | $10,600 |
| $10,600 |
|
| Total Maximum | $13,250 |
| $13,250 |
|
|
|
|
|
|
|
Series #86FLEER | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $132,000 |
| $132,000 |
|
| Total Maximum | $165,000 |
| $165,000 |
|
|
|
|
|
|
|
Series #58PELE2 | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $21,200 |
| $21,200 |
|
| Total Maximum | $26,500 |
| $26,500 |
|
|
|
|
|
|
|
Series #WILDGUN | Per Unit | $7.00 |
| $7.00 |
|
| Total Minimum | $22,400 |
| $22,400 |
|
| Total Maximum | $28,000 |
| $28,000 |
|
|
|
|
|
|
|
Series #37HEISMAN | Per Unit | $46.00 |
| $46.00 |
|
| Total Minimum | $368,000 |
| $368,000 |
|
| Total Maximum | $460,000 |
| $460,000 |
|
|
|
|
|
|
|
Series #03TACHE | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $62,400 |
| $62,400 |
|
| Total Maximum | $78,000 |
| $78,000 |
|
|
|
|
|
|
|
Series #TORNEK | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $132,000 |
| $132,000 |
|
| Total Maximum | $165,000 |
| $165,000 |
|
|
|
|
|
|
|
Series #AVENGE57 | Per Unit | $1.00 |
| $1.00 |
|
| Total Minimum | $16,000 |
| $16,000 |
|
| Total Maximum | $20,000 |
| $20,000 |
|
|
|
|
|
|
|
Series #18LAMAR | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $49,600 |
| $49,600 |
|
| Total Maximum | $62,000 |
| $62,000 |
|
|
|
|
|
|
|
Series #PICNIC | Per Unit | $27.00 |
| $27.00 |
|
| Total Minimum | $43,200 |
| $43,200 |
|
| Total Maximum | $54,000 |
| $54,000 |
|
|
|
|
|
|
|
Series #KEROUAC | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $78,400 |
| $78,400 |
|
| Total Maximum | $98,000 |
| $98,000 |
|
|
|
|
|
|
|
Series #99TMB2 | Per Unit | $6.00 |
| $6.00 |
|
| Total Minimum | $48,000 |
| $48,000 |
|
| Total Maximum | $60,000 |
| $60,000 |
|
|
|
|
|
|
|
Series #AVENGERS1 | Per Unit | $54.00 |
| $54.00 |
|
| Total Minimum | $216,000 |
| $216,000 |
|
| Total Maximum | $270,000 |
| $270,000 |
|
|
|
|
|
|
|
Series #13GIANNIS | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $20,000 |
| $20,000 |
|
| Total Maximum | $25,000 |
| $25,000 |
|
|
|
|
|
|
|
Series #04MESSI | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $36,000 |
| $36,000 |
|
| Total Maximum | $45,000 |
| $45,000 |
|
|
|
|
|
|
|
Series #PUNCHOUT | Per Unit | $9.00 |
| $9.00 |
|
| Total Minimum | $72,000 |
| $72,000 |
|
| Total Maximum | $90,000 |
| $90,000 |
|
|
|
|
|
|
|
Series #FEDERAL | Per Unit | $15.00 |
| $15.00 |
|
| Total Minimum | $120,000 |
| $120,000 |
|
| Total Maximum | $150,000 |
| $150,000 |
|
|
|
|
|
|
|
Series #BULLSRING | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $240,000 |
| $240,000 |
|
| Total Maximum | $300,000 |
| $300,000 |
|
|
|
|
|
|
|
Series #96CHARZRD | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $52,000 |
| $52,000 |
|
| Total Maximum | $65,000 |
| $65,000 |
|
|
|
|
|
|
|
Series #ICECLIMB | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $64,000 |
| $64,000 |
|
| Total Maximum | $80,000 |
| $80,000 |
|
|
|
|
|
|
|
Series #62BOND | Per Unit | $6.00 |
| $6.00 |
|
| Total Minimum | $74,400 |
| $74,400 |
|
| Total Maximum | $93,000 |
| $93,000 |
|
|
|
|
|
|
|
Series #01TIGER | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $14,800 |
| $14,800 |
|
| Total Maximum | $18,500 |
| $18,500 |
|
|
|
|
|
|
|
Series #70AARON | Per Unit | $3.00 |
| $3.00 |
|
| Total Minimum | $14,400 |
| $14,400 |
|
| Total Maximum | $18,000 |
| $18,000 |
|
|
|
|
|
|
|
Series #APEOD | Per Unit | $62.00 |
| $62.00 |
|
| Total Minimum | $24,800 |
| $24,800 |
|
| Total Maximum | $31,000 |
| $31,000 |
|
|
|
|
|
|
|
Series #15PTKWT | Per Unit | $108.00 |
| $108.00 |
|
| Total Minimum | $86,400 |
| $86,400 |
|
| Total Maximum | $108,000 |
| $108,000 |
|
|
|
|
|
|
|
Series #AMZFNT15 | Per Unit | $65.00 |
| $65.00 |
|
| Total Minimum | $26,000 |
| $26,000 |
|
| Total Maximum | $32,500 |
| $32,500 |
|
|
|
|
|
|
|
Series #HALONFR | Per Unit | $27.00 |
| $27.00 |
|
| Total Minimum | $21,600 |
| $21,600 |
|
| Total Maximum | $27,000 |
| $27,000 |
|
|
|
|
|
|
|
Series #09BEAUX | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $27,200 |
| $27,200 |
|
| Total Maximum | $34,000 |
| $34,000 |
|
|
|
|
|
|
|
Series #09RBLEROY | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $86,000 |
| $86,000 |
|
| Total Maximum | $107,500 |
| $107,500 |
|
|
|
|
|
|
|
Series #00MOUTON | Per Unit | $13.50 |
| $13.50 |
|
| Total Minimum | $21,600 |
| $21,600 |
|
| Total Maximum | $27,000 |
| $27,000 |
|
|
|
|
|
|
|
Series #11BELAIR | Per Unit | $11.00 |
| $11.00 |
|
| Total Minimum | $17,600 |
| $17,600 |
|
| Total Maximum | $22,000 |
| $22,000 |
|
|
|
|
|
|
|
Series #17DUJAC | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $20,800 |
| $20,800 |
|
| Total Maximum | $26,000 |
| $26,000 |
|
|
|
|
|
|
|
Series #00NEWMAN | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $12,400 |
| $12,400 |
|
| Total Maximum | $15,500 |
| $15,500 |
|
|
|
|
|
|
|
Series #FAUBOURG2 | Per Unit | $15.00 |
| $15.00 |
|
| Total Minimum | $132,000 |
| $132,000 |
|
| Total Maximum | $165,000 |
| $165,000 |
|
|
|
|
|
|
|
Series #THOR | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $172,000 |
| $172,000 |
|
| Total Maximum | $215,000 |
| $215,000 |
|
|
|
|
|
|
|
Series #13MUSIGNY | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $196,000 |
| $196,000 |
|
| Total Maximum | $245,000 |
| $245,000 |
|
|
|
|
|
|
|
Series #16KOBE | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $640,000 |
| $640,000 |
|
| Total Maximum | $800,000 |
| $800,000 |
|
|
|
|
|
|
|
Series #NEWTON | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $240,000 |
| $240,000 |
|
| Total Maximum | $300,000 |
| $300,000 |
|
|
|
|
|
|
|
Series #09COBB | Per Unit | $4.00 |
| $4.00 |
|
| Total Minimum | $25,600 |
| $25,600 |
|
| Total Maximum | $32,000 |
| $32,000 |
|
|
|
|
|
|
|
Series #51HOWE | Per Unit | $9.00 |
| $9.00 |
|
| Total Minimum | $36,000 |
| $36,000 |
|
| Total Maximum | $45,000 |
| $45,000 |
|
|
|
|
|
|
|
Series #58PELE | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $252,000 |
| $252,000 |
|
| Total Maximum | $315,000 |
| $315,000 |
|
|
|
|
|
|
|
Series #59BOND | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $65,600 |
| $65,600 |
|
| Total Maximum | $82,000 |
| $82,000 |
|
|
|
|
|
|
|
Series #DEATON | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $228,000 |
| $228,000 |
|
| Total Maximum | $285,000 |
| $285,000 |
|
|
|
|
|
|
|
Series #XMEN1 | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $192,000 |
| $192,000 |
|
| Total Maximum | $240,000 |
| $240,000 |
|
|
|
|
|
|
|
Series #POKEBLUE | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $19,200 |
| $19,200 |
|
| Total Maximum | $24,000 |
| $24,000 |
|
|
|
|
|
|
|
Series #98GTA | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $12,600 |
| $12,600 |
|
| Total Maximum | $15,750 |
| $15,750 |
|
|
|
|
|
|
|
Series #FOSSILBOX | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $16,800 |
| $16,800 |
|
| Total Maximum | $21,000 |
| $21,000 |
|
|
|
|
|
|
|
Series #JUNGLEBOX | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $27,600 |
| $27,600 |
|
| Total Maximum | $34,500 |
| $34,500 |
|
|
|
|
|
|
|
Series #48JACKIE | Per Unit | $20.00 |
| $20.00 |
|
| Total Minimum | $300,000 |
| $300,000 |
|
| Total Maximum | $375,000 |
| $375,000 |
|
|
|
|
|
|
|
Series #66ORR | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $68,160 |
| $68,160 |
|
| Total Maximum | $85,200 |
| $85,200 |
|
|
|
|
|
|
|
Series #71TOPPS | Per Unit | $4.00 |
| $4.00 |
|
| Total Minimum | $54,400 |
| $54,400 |
|
| Total Maximum | $68,000 |
| $68,000 |
|
|
|
|
|
|
|
Series #79GRETZKY | Per Unit | $40.00 |
| $40.00 |
|
| Total Minimum | $640,000 |
| $640,000 |
|
| Total Maximum | $800,000 |
| $800,000 |
|
|
|
|
|
|
|
Series #84JORDAN | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $300,000 |
| $300,000 |
|
| Total Maximum | $375,000 |
| $375,000 |
|
|
|
|
|
|
|
Series #91JORDAN | Per Unit | $7.00 |
| $7.00 |
|
| Total Minimum | $56,000 |
| $56,000 |
|
| Total Maximum | $70,000 |
| $70,000 |
|
|
|
|
|
|
|
Series #92JORDAN | Per Unit | $6.00 |
| $6.00 |
|
| Total Minimum | $33,600 |
| $33,600 |
|
| Total Maximum | $42,000 |
| $42,000 |
|
|
|
|
|
|
|
Series #94JORDAN | Per Unit | $8.50 |
| $8.50 |
|
| Total Minimum | $68,000 |
| $68,000 |
|
| Total Maximum | $85,000 |
| $85,000 |
|
|
|
|
|
|
|
Series #96JORDAN | Per Unit | $4.00 |
| $4.00 |
|
| Total Minimum | $38,400 |
| $38,400 |
|
| Total Maximum | $48,000 |
| $48,000 |
|
|
|
|
|
|
|
Series #96JORDAN2 | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $43,200 |
| $43,200 |
|
| Total Maximum | $54,000 |
| $54,000 |
|
|
|
|
|
|
|
Series #03JORDAN2 | Per Unit | $4.20 |
| $4.20 |
|
| Total Minimum | $33,600 |
| $33,600 |
|
| Total Maximum | $42,000 |
| $42,000 |
|
|
|
|
|
|
|
Series #03LEBRON3 | Per Unit | $23.00 |
| $23.00 |
|
| Total Minimum | $184,000 |
| $184,000 |
|
| Total Maximum | $230,000 |
| $230,000 |
|
|
|
|
|
|
|
Series #09CURRY | Per Unit | $10.00 |
| $10.00 |
|
| Total Minimum | $20,000 |
| $20,000 |
|
| Total Maximum | $25,000 |
| $25,000 |
|
|
|
|
|
|
|
Series #14KOBE | Per Unit | $8.00 |
| $8.00 |
|
| Total Minimum | $62,400 |
| $62,400 |
|
| Total Maximum | $78,000 |
| $78,000 |
|
|
|
|
|
|
|
Series #14CARR | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $16,000 |
| $16,000 |
|
| Total Maximum | $20,000 |
| $20,000 |
|
|
|
|
|
|
|
Series #OPEECHEE | Per Unit | $30.00 |
| $30.00 |
|
| Total Minimum | $240,000 |
| $240,000 |
|
| Total Maximum | $300,000 |
| $300,000 |
|
|
|
|
|
|
|
Series #APPLE1 | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $660,000 |
| $660,000 |
|
| Total Maximum | $825,000 |
| $825,000 |
|
|
|
|
|
|
|
Series #VANHALEN | Per Unit | $12.40 |
| $12.40 |
|
| Total Minimum | $49,600 |
| $49,600 |
|
| Total Maximum | $62,000 |
| $62,000 |
|
|
|
|
|
|
|
Series #MOSASAUR | Per Unit | $5.00 |
| $5.00 |
|
| Total Minimum | $24,000 |
| $24,000 |
|
| Total Maximum | $30,000 |
| $30,000 |
|
|
|
|
|
|
|
Series #98ZELDA | Per Unit | $4.70 |
| $4.70 |
|
| Total Minimum | $18,800 |
| $18,800 |
|
| Total Maximum | $23,500 |
| $23,500 |
|
|
|
|
|
|
|
Series #59FLASH | Per Unit | $6.50 |
| $6.50 |
|
| Total Minimum | $52,000 |
| $52,000 |
|
| Total Maximum | $65,000 |
| $65,000 |
|
|
|
|
|
|
|
Series #WOLVERINE | Per Unit | $9.50 |
| $9.50 |
|
| Total Minimum | $38,000 |
| $38,000 |
|
| Total Maximum | $47,500 |
| $47,500 |
|
|
|
|
|
|
|
Series #DOMINOS | Per Unit | $5.50 |
| $5.50 |
|
| Total Minimum | $8,800 |
| $8,800 |
|
| Total Maximum | $11,000 |
| $11,000 |
|
|
|
|
|
|
|
Series #BROSGRIMM | Per Unit | $27.00 |
| $27.00 |
|
| Total Minimum | $108,000 |
| $108,000 |
|
| Total Maximum | $135,000 |
| $135,000 |
|
|
|
|
|
|
|
Series #CONGRESS | Per Unit | $24.00 |
| $24.00 |
|
| Total Minimum | $96,000 |
| $96,000 |
|
| Total Maximum | $120,000 |
| $120,000 |
|
|
|
|
|
|
|
Series #1776 | Per Unit | $25.00 |
| $25.00 |
|
| Total Minimum | $1,600,000 |
| $1,600,000 |
|
| Total Maximum | $2,000,000 |
| $2,000,000 |
|
|
|
|
|
|
|
(1) Dalmore Group, LLC (the “BOR”) will be acting as a broker of record and entitled to a Brokerage Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses” for additional information.
(2) DriveWealth, LLC (the “Custodian”) will be acting as custodian of interests and hold brokerage accounts for interest holders in connection with the Company’s offerings and will be entitled to a Custody Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses” for additional information. For all offerings of the Company which closed or launch prior to the agreement with the Custodian, signed on January 7 , 2020, interests are transferred into the Custodian brokerage accounts upon consent of the individual investors who purchased such shares or have transferred money into escrow in anticipation of purchasing such shares at the close of the currently ongoing offerings.
(3) No underwriter has been engaged in connection with the Offering (as defined below) and neither the BOR, nor any other entity, receives a finder’ fee or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests (as defined below). We intend to distribute all offerings of membership interests in any series of the Company principally through the Rally Rd.™ platform and any successor platform used by the Company for the offer and sale of interests, (the “Rally Rd.™ Platform” or the “Platform”), as described in greater detail under “Plan of Distribution and Subscription Procedure” for additional information.
The Company is offering, on a best efforts basis, a minimum (the “Total Minimum”) to a maximum (the “Total Maximum”) of membership interests of each of the following series of the Company, highlighted in gray in the “Master Series Table” in the “Interests In Series Covered By This Amendment” section. Series not highlighted in gray have completed their respective offerings at the time of this filing and the number of interests in the table represents the actual interests sold. The sale of membership interests is being facilitated by the BOR, a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and member of FINRA and is registered in each state where the offer or sales of the Interests (as defined below) will occur. It is anticipated that Interests will be offered and sold only in states where the BOR is registered as a broker-dealer. For the avoidance of doubt, the BOR does not and will not solicit purchases of Interests or make any recommendations regarding the Interests to prospective investors.
All of the series of the Company offered hereunder may collectively be referred to herein as the “Series”. The interests of all Series described above may collectively be referred to herein as the “Interests” and the offerings of the Interests may collectively be referred to herein as the “Offerings”. See “Description of the Interests Offered” for additional information regarding the Interests.
The Company is managed by RSE Archive Manager, LLC, a Delaware limited liability company (the “Manager”). The Manager is a single-member entity owned by RSE Markets, Inc. (“RSE Markets”).
It is anticipated that the Company’s core business will be the identification, acquisition, marketing and management of memorabilia, collectible items and alcohol, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Series assets referenced in the “Interests In Series Covered By This Amendment” section may be referred to herein, collectively, as the “Underlying Assets”. Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the closing of an Offering from which proceeds are used to acquire the Underlying Asset may be referred to herein as an “Asset Seller.” See “Description of the Business” for additional information regarding the Asset Class.
RSE Markets will serve as the asset manager (the “Asset Manager”) for each Series of the Company and provides services to the Underlying Assets in accordance with each Series’ Asset Management Agreement (see “Description of the Business” – “Description of the Asset Management Agreement” for additional information).
This Offering Circular describes each individual Series found in the “Interests In Series Covered By This Amendment” section.
The Interests represent an investment in a particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager generally. We do not anticipate that any Series will own any assets other than the Underlying Asset associated with such Series. However, we expect that the operations of the Company, including the issuance of additional Series of Interests and their acquisition of additional assets, will benefit investors by enabling each Series to benefit from economies of scale and by allowing investors to enjoy the Company’s Underlying Asset collection at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”).
A purchaser of the Interests may be referred to herein as an “Investor” or “Interest Holder.” There will be a separate closing with respect to each Offering (each, a “Closing”). The Closing of an Offering will occur on the earliest to occur of (i) the date subscriptions for the Total Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Total Minimum Interests of such Series have been accepted. If Closing has not occurred, an Offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or Amendment, as applicable, is qualified by the U.S. Securities and Exchange Commission, or the “Commission”, which period may be extended with respect to a particular Series by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the Offering for a particular Series in its sole discretion.
No securities are being offered by existing security-holders.
Each Offering is being conducted under Tier II of Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where the BOR is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest-bearing escrow account with Atlantic Capital Bank, N.A., the “Escrow Agent”, and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Series. See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” for additional information.
A purchase of Interests in a Series does not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series of Interest. This results in limited voting rights of the Investor, which are solely related to a particular Series, and are further limited by the Limited Liability Company Agreement of the Company (as amended from time to time, the “Operating Agreement”), described further herein. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and removal of the Manager for “cause”. The Manager and the Asset Manager thus retain significant control over the management of the Company, each Series and the Underlying Assets. Furthermore, because the Interests in a Series do not constitute an investment in the Company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic Interest of a holder in a Series will not be identical to owning a direct undivided Interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will receive a fee in respect of its management of the Underlying Asset.
This Offering Circular contains forward-looking statements which are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager or Asset Manager can guarantee future performance, or that future developments affecting the Company, the Manager, the Asset Manager, or the Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.
There is currently no public trading market for any Interests, and an active market may not develop or be sustained. If an active public or private trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.
The Interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market would ever develop for the Interests, whether via the Platform, via third party registered broker-dealers or otherwise. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. Please see “Risk Factors” for additional information.
GENERALLY, NO SALE MAY BE MADE TO YOU IN ANY OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO HTTP://WWW.INVESTOR.GOV.
NOTICE TO RESIDENTS OF THE STATES OF TEXAS AND WASHINGTON:
WE ARE LIMITING THE OFFER AND SALE OF SECURITIES IN THE STATES OF TEXAS AND WASHINGTON TO A MAXIMUM OF $5 MILLION IN ANY 12-MONTH PERIOD. WE RESERVE THE RIGHT TO REMOVE OR MODIFY SUCH LIMIT AND, IN THE EVENT WE DECIDE TO OFFER AND SELL ADDITIONAL SECURITIES IN THESE STATES, WE WILL FILE A POST-QUALIFICATION SUPPLEMENT TO THE OFFERING STATEMENT OF WHICH THIS OFFERING CIRCULAR IS A PART IDENTIFYING SUCH CHANGE.
The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering Circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. This Preliminary Offering Circular shall not constitute
an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state in which such offer, solicitation or sale would be unlawful before registration or qualification of the offer and sale under the laws of such state.
An investment in the Interests involves a high degree of risk. See “Risk Factors” for a description of some of the risks that should be considered before investing in the Interests.
RSE ARCHIVE, LLC
SECTIONPAGE
INCORPORATION BY REFERENCE OF OFFERING CIRCULAR3
INTERESTS IN SERIES COVERED BY THIS AMENDMENT5
USE OF PROCEEDS – SERIES #48JACKIE27
DESCRIPTION OF SERIES 1948 LEAF JACKIE ROBINSON ROOKIE CARD29
USE OF PROCEEDS – SERIES #66ORR31
DESCRIPTION OF SERIES 1966 ORR TOPPS ROOKIE CARD33
USE OF PROCEEDS – SERIES #71TOPPS35
DESCRIPTION OF SERIES 1971 TOPPS FOOTBALL WAX BOX37
USE OF PROCEEDS – SERIES #79GRETZKY39
DESCRIPTION OF SERIES 1979 WAYNE GRETZKY TOPPS ROOKIE CARD41
USE OF PROCEEDS – SERIES #84JORDAN43
DESCRIPTION OF SERIES 1984 SIGNING DAY JORDAN BULLS JERSEY45
USE OF PROCEEDS – SERIES #91JORDAN47
DESCRIPTION OF SERIES 1991 JORDAN GAME WORN UNIFORM49
USE OF PROCEEDS – SERIES #92JORDAN51
DESCRIPTION OF SERIES 1992 JORDAN GAME WORN AIR JORDAN VII'S53
USE OF PROCEEDS – SERIES #94JORDAN55
DESCRIPTION OF SERIES 1994 JORDAN GAME WORN BASEBALL CLEATS57
USE OF PROCEEDS – SERIES #96JORDAN60
DESCRIPTION OF SERIES 1996 JORDAN GAME WORN AIR JORDAN 11 "CONCORD"62
USE OF PROCEEDS – SERIES #96JORDAN265
DESCRIPTION OF SERIES 1996 JORDAN PLAYOFF WORN AIR JORDAN 11’S67
USE OF PROCEEDS – SERIES #03JORDAN270
DESCRIPTION OF SERIES 2003-04 JORDAN EXQUISITE PATCH CARD72
USE OF PROCEEDS – SERIES #03LEBRON374
DESCRIPTION OF SERIES 2003-04 SP AUTHENTIC LEBRON AUTOGRAPH ROOKIE CARD76
USE OF PROCEEDS – SERIES #09CURRY78
DESCRIPTION OF SERIES 2009-10 CURRY EXQUISITE ROOKIE AUTOGRAPH CARD80
USE OF PROCEEDS – SERIES #14KOBE82
DESCRIPTION OF SERIES 2014 KOBE GAME WORN JERSEY84
USE OF PROCEEDS – SERIES #14CARR86
DESCRIPTION OF SERIES 2014 DEREK CARR SIGNED ROOKIE CARD88
USE OF PROCEEDS – SERIES #OPEECHEE90
DESCRIPTION OF SERIES 1979-80 O-PEE-CHEE WAX BOX92
USE OF PROCEEDS – SERIES #APPLE194
DESCRIPTION OF SERIES 1976 APPLE-196
USE OF PROCEEDS – SERIES #VANHALEN98
DESCRIPTION OF SERIES EDDIE VAN HALEN GUITAR100
USE OF PROCEEDS – SERIES #MOSASAUR102
DESCRIPTION OF SERIES MOSASAUR SKELETON104
USE OF PROCEEDS – SERIES #98ZELDA106
DESCRIPTION OF SERIES 1998 N64 THE LEGEND OF ZELDA108
USE OF PROCEEDS – SERIES #59FLASH110
DESCRIPTION OF SERIES 1959 THE FLASH #105112
USE OF PROCEEDS – SERIES #WOLVERINE114
DESCRIPTION OF SERIES 1974 INCREDIBLE HULK #181116
USE OF PROCEEDS – SERIES #DOMINOS118
DESCRIPTION OF SERIES 1990 ROLEX DOMINOS AIR-KING120
USE OF PROCEEDS – SERIES #BROSGRIMM122
DESCRIPTION OF SERIES GRIMMS' FAIRY TALES124
USE OF PROCEEDS – SERIES #CONGRESS126
DESCRIPTION OF SERIES CONTINENTAL CONGRESS JOURNAL OF THE PROCEEDS OF THE CONGRESS128
USE OF PROCEEDS – SERIES #1776131
DESCRIPTION OF SERIES 1776 DECLARATION OF INDEPENDENCE133
RSE ARCHIVE, LLC FINANCIAL STATEMENTSF-1
1
INCORPORATION BY REFERENCE OF OFFERING CIRCULAR
The Offering Circular, including this Post-Qualification Amendment, is part of an offering statement (File No. 024-11057) that was filed with the Securities and Exchange Commission. We hereby incorporate by reference into this Post-Qualification Amendment all of the information contained in the following:
1.Part II of the Post-Qualification Amendment to Offering Circular No. 16 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment.
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 16
2.Part II of the Post-Qualification Amendment to Offering Circular No. 15 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment.
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 15
3.Supplement No. 1 Dated November 6, 2020 to the Post-Qualification Offering Circular Amendment No. 14 Dated October 14, 2020, with respect to Series #00BRADY.
4.Part II of the Post-Qualification Amendment to Offering Circular No. 14 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment.
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 14
5.Supplement No. 1 Dated October 5, 2020 to the Post-Qualification Offering Circular Amendment No. 11 Dated September 28, 2020, with respect to Series #03KOBE2.
6.Part II of the Post-Qualification Amendment to Offering Circular No. 11 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment.
·Risk Factors
·Management’s Discussion and Analysis of Financial Condition and Results of Operation
·Plan of Distribution and Subscription Procedure
·Management
·Compensation
·Principal Interest Holders
7.Part II of the Post-Qualification Amendment to Offering Circular No. 10 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment.
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 10
8.Supplement No. 1 Dated August 31, 2020 to the Post-Qualification Offering Circular Amendment No. 9 Dated August 7, 2020, with respect to Series #16PETRUS.
9.Part II of the Post-Qualification Amendment to Offering Circular No. 9 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 9
10.Part II of the Post-Qualification Amendment to Offering Circular No.8 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 8
11.Part II of the Post-Qualification Amendment to Offering Circular No.7 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.
2
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 7
12.Part II of the Post-Qualification Amendment to Offering Circular No.6 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.
·Cautionary Note Regarding Forward-Looking Statements
·Trademarks and Trade Names
·Additional Information
·Offering Summary
·Potential Conflicts of Interest
·Dilution
·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 6
·Description of The Business
·Description of Interests Offered
·Material United States Tax Considerations
·Where to Find Additional Information
Note that any statement we make in this Post-Qualification Amendment (or have made in the Offering Circular) will be modified or superseded by an inconsistent statement made by us in a subsequent offering circular supplement or Post-Qualification Amendment.
3
INTERESTS IN SERIES COVERED BY THIS AMENDMENT
The master series table below, referred to at times as the “Master Series Table,” shows key information related to each Series. This information will be referenced in the following sections when referring to the Master Series Table. In addition, see the “Description of Underlying Asset” and “Use of Proceeds” section for each individual Series for further details.
Series / Series Name | Qualification Date | Underlying Asset | Agreement Type | Status | Opening Date (1) | Closing Date (1) | Offering Price per Interest | Minimum / Maximum Membership Interests (2) | Minimum / Maximum Offering Size | Sourcing Fee | Trading Window (4) |
#52MANTLE / Series Mickey Mantle Card | 10/11/2019 | 1952 Topps #311 Mickey Mantle Card | Purchase Option Agreement | Closed | 10/18/2019 | 10/25/2019 | $132.00 | 1,000 | $132,000 | $3,090 | 9/29/2020 |
#71MAYS / Series Willie Mays Jersey | 10/11/2019 | 1971 Willie Mays Jersey | Purchase Option Agreement | Closed | 10/25/2019 | 10/31/2019 | $28.50 | 2,000 | $57,000 | $1,830 | 10/13/2020 |
#RLEXPEPSI / Series Rolex Gmt-Master II Pepsi | 10/11/2019 | Rolex GMT Master II 126710BLRO | Purchase Agreement | Closed | 11/1/2019 | 11/6/2019 | $8.90 | 2,000 | $17,800 | $22 | 10/20/2020 |
#10COBB / Series E98 Ty Cobb | 10/11/2019 | 1910 E98 Ty Cobb Card | Purchase Option Agreement | Closed | 11/8/2019 | 11/14/2019 | $39.00 | 1,000 | $39,000 | $1,510 | 10/6/2020 |
#POTTER / Series Harry Potter | 10/11/2019 | 1997 First Edition Harry Potter | Purchase Agreement | Closed | 11/15/2019 | 11/21/2019 | $24.00 | 3,000 | $72,000 | ($510) | 11/3/2020 |
#TWOCITIES / Series A Tale of Two Cities | 10/11/2019 | First Edition A Tale of Two Cities | Purchase Option Agreement | Closed | 11/15/2019 | 11/21/2019 | $72.50 | 200 | $14,500 | $55 | 10/20/2020 |
#FROST / Series A Boy’s Will | 10/11/2019 | First Edition A Boy's Will | Purchase Option Agreement | Closed | 11/15/2019 | 11/21/2019 | $67.50 | 200 | $13,500 | $865 | 10/27/2020 |
#BIRKINBLEU / Series Hermès Birkin Bag | 11/1/2019 | Bleu Saphir Lizard Hermès Birkin | Upfront Purchase | Closed | 11/22/2019 | 11/27/2019 | $58.00 | 1,000 | $58,000 | $170 | 11/3/2020 |
#SMURF / Series Rolex Submariner "Smurf" | 11/1/2019 | Rolex Submariner Date "Smurf" Ref. 116619LB | Upfront Purchase | Closed | 11/22/2019 | 11/27/2019 | $17.25 | 2,000 | $34,500 | $2,905 | 11/17/2020 |
4
#70RLEX / Series Rolex Beta 21 | 10/11/2019 | 1970 Rolex Ref. 5100 Beta 21 | Purchase Agreement | Closed | 11/29/2019 | 12/6/2019 | $20.00 | 1,000 | $20,000 | $50 | 11/24/2020 |
#EINSTEIN / Series Philosopher-Scientist | 10/11/2019 | First Edition of Philosopher-Scientist | Purchase Option Agreement | Closed | 12/6/2019 | 12/13/2019 | $7.25 | 2,000 | $14,500 | $855 | 11/24/2020 |
#HONUS / Series T206 Honus Wagner Card | 11/27/2019 | 1909-1911 T206 Honus Wagner Card | Purchase Option Agreement | Closed | 12/11/2019 | 12/26/2019 | $52.00 | 10,000 | $520,000 | $5,572 | 11/10/2020 |
#75ALI / Series Ali-Wepner Fight Boots | 11/1/2019 | 1975 Muhammad Ali Boots worn in fight against Chuck Wepner | Purchase Agreement | Closed | 12/19/2019 | 12/29/2019 | $23.00 | 2,000 | $46,000 | ($10) | 12/1/2020 |
#71ALI / Series “Fight of The Century” Contract | 10/11/2019 | 1971 “Fight of the Century” Contract | Purchase Option Agreement | Sold - $40,000 Acquisition Offer Accepted on 02/07/2020 | 12/16/2019 | 12/30/2019 | $15.50 | 2,000 | $31,000 | $1,090 | 2/6/2020 |
#APROAK / Series Audemars Piguet A-Series | 11/1/2019 | Audemars Piguet Royal Oak Jumbo A-Series Ref.5402 | Upfront Purchase | Closed | 12/6/2019 | 1/2/2020 | $75.00 | 1,000 | $75,000 | ($63) | 9/15/2020 |
#88JORDAN / Series Michael Jordan 1988 Sneakers | 11/1/2019 | 1988 Michael Jordan Nike Air Jordan III Sneakers | Purchase Agreement | Closed | 1/19/2020 | 1/27/2020 | $11.00 | 2,000 | $22,000 | $230 | 12/8/2020 |
#BIRKINBOR / Series Hermès Bordeaux Porosus Birkin Bag | 12/18/2019 | 2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware | Purchase Option Agreement | Closed | 2/13/2020 | 2/20/2020 | $26.25 | 2,000 | $52,500 | $225 | 12/1/2020 |
#33RUTH / Series 1933 Goudey Babe Ruth Card | 12/18/2019 | 1933 Goudey #144 Babe Ruth Card | Upfront Purchase | Closed | 2/20/2020 | 2/26/2020 | $38.50 | 2,000 | $77,000 | $603 | 9/22/2020 |
5
#SPIDER1 / Series 1963 Amazing Spider-Man #1 | 12/18/2019 | 1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5 | Purchase Option Agreement | Closed | 2/28/2020 | 3/4/2020 | $22.00 | 1,000 | $22,000 | $230 | 9/15/2020 |
#BATMAN3 / Series 1940 Batman #3 | 12/18/2019 | 1940 D.C. Comics Batman #3 CGC NM 9.4 | Purchase Option Agreement | Closed | 2/28/2020 | 3/4/2020 | $78.00 | 1,000 | $78,000 | $585 | 9/22/2020 |
#ROOSEVELT / Series African Game Trails | 10/11/2019 | First Edition African Game Trails | Purchase Option Agreement | Closed | 3/6/2020 | 3/10/2020 | $19.50 | 1,000 | $19,500 | $1,008 | 12/15/2020 |
#ULYSSES / Series Ulysses | 10/11/2019 | 1935 First Edition Ulysses | Purchase Option Agreement | Closed | 3/6/2020 | 3/10/2020 | $51.00 | 500 | $25,500 | $695 | 9/22/2020 |
#56MANTLE / Series 1956 Topps Mickey Mantle Card | 12/18/2019 | 1956 Topps #135 Mickey Mantle Card | Upfront Purchase | Closed | 1/3/2020 | 3/11/2020 | $1.00 | 10,000 | $10,000 | ($650) | 12/8/2020 |
#AGHOWL / Series Howl and Other Poems | 10/11/2019 | First Edition Howl and Other Poems | Purchase Option Agreement | Closed | 3/6/2020 | 3/11/2020 | $38.00 | 500 | $19,000 | $810 | 10/13/2020 |
#98JORDAN / Series Michael Jordan Jersey | 10/11/2019 | 1998 Michael Jordan Jersey | Purchase Option Agreement | Sold - $165,000 Acquisition Offer Accepted on 05/08/2020 | 3/9/2020 | 3/22/2020 | $64.00 | 2,000 | $128,000 | $4,160 | 5/14/2020 |
#18ZION / Series Zion Williamson 2018 Sneakers | 11/1/2019 | 2018 Zion Williamson Adidas James Harden Sneakers | Upfront Purchase | Closed | 3/27/2020 | 4/2/2020 | $30.00 | 500 | $15,000 | $200 | 10/6/2020 |
#SNOOPY / Series 2015 Omega Speedmaster "Silver Snoopy" | 11/27/2019 | 2015 Omega Speedmaster Moonwatch | Upfront Purchase | Closed | 4/2/2020 | 4/7/2020 | $12.75 | 2,000 | $25,500 | ($55) | 12/1/2020 |
6
#APOLLO11 / Series New York Times Apollo 11 | 11/1/2019 | Apollo 11 Crew-Signed New York Times Cover | Upfront Purchase | Closed | 4/8/2020 | 4/19/2020 | $32.00 | 1,000 | $32,000 | $130 | 11/24/2020 |
#24RUTHBAT / Series 1924 Babe Ruth Bat | 12/18/2019 | 1924 George "Babe" Ruth Professional Model Bat | Purchase Agreement | Closed | 4/10/2020 | 5/3/2020 | $85.00 | 3,000 | $255,000 | ($513) | 12/1/2020 |
#YOKO / Series Grapefruit | 10/11/2019 | First Edition Grapefruit | Purchase Option Agreement | Closed | 4/29/2020 | 5/11/2020 | $80.00 | 200 | $16,000 | $840 | 12/8/2020 |
#86JORDAN / Series 1986 Fleer Michael Jordan Card | 4/30/2020 | 1986 Fleer #57 Michael Jordan Card | Upfront Purchase | Sold - $80,000 Acquisition Offer Accepted on 06/01/2020 | 5/6/2020 | 5/13/2020 | $40.00 | 1,000 | $40,000 | $600 | 6/1/2020 |
#RUTHBALL1 / Series 1934-39 Babe Ruth Ball | 4/30/2020 | 1934-39 Official American League Babe Ruth Single Signed Baseball | Purchase Agreement | Closed | 5/8/2020 | 5/24/2020 | $14.50 | 2,000 | $29,000 | $510 | 12/15/2020 |
#HULK1 / Series 1962 The Incredible Hulk #1 | 4/30/2020 | 1962 The Incredible Hulk #1 CGC VF 8.0 | Purchase Agreement | Closed | 5/12/2020 | 5/24/2020 | $44.50 | 2,000 | $89,000 | $143 | 12/8/2020 |
#HIMALAYA / Series Hermès Himalaya Birkin Bag | 12/18/2019 | 2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware | Purchase Option Agreement | Closed | 5/19/2020 | 5/27/2020 | $70.00 | 2,000 | $140,000 | $6,300 | 12/15/2020 |
#55CLEMENTE / Series 1955 Topps Roberto Clemente Card | 4/30/2020 | 1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card | Purchase Agreement | Closed | 5/28/2020 | 6/4/2020 | $38.00 | 1,000 | $38,000 | $520 | 9/22/2020 |
#38DIMAGGIO / Series 1938 Goudey Joe DiMaggio Card | 4/30/2020 | 1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card | Purchase Agreement | Closed | 5/28/2020 | 6/4/2020 | $22.00 | 1,000 | $22,000 | $680 | 9/15/2020 |
7
#BOND1 / Series Casino Royale | 4/30/2020 | 1953 First Edition, First Issue Casino Royale | Upfront Purchase | Closed | 6/4/2020 | 6/12/2020 | $39.00 | 1,000 | $39,000 | $510 | 10/6/2020 |
#LOTR / Series The Lord of the Rings Trilogy | 4/30/2020 | 1954-1955 First Edition, First Issue The Lord of the Rings Trilogy | Upfront Purchase | Closed | 6/4/2020 | 6/12/2020 | $29.00 | 1,000 | $29,000 | $10 | 9/29/2020 |
#CATCHER / Series The Catcher in the Rye | 4/30/2020 | 1951 First Edition, First Issue The Catcher in the Rye | Upfront Purchase | Closed | 6/4/2020 | 6/12/2020 | $25.00 | 500 | $12,500 | $25 | 10/13/2020 |
#SUPER21 / Series Superman #21 | 4/30/2020 | 1943 Superman #21 CGC VF/NM 9.0 comic book | Purchase Option Agreement | Closed | 5/7/2020 | 6/17/2020 | $1.00 | 8,500 | $8,500 | $615 | 10/6/2020 |
#BATMAN1 / Series 1940 Batman #1 | 4/30/2020 | 1940 D.C. Comics Batman #1 CGC FR/GD 1.5 | Purchase Agreement | Closed | 6/11/2020 | 6/18/2020 | $71.00 | 1,000 | $71,000 | $658 | 9/29/2020 |
#GMTBLACK1 / Series Rolex GMT-Master ref. 16758 | 4/30/2020 | Rolex 18k Yellow Gold GMT-Master ref. 16758 | Upfront Purchase | Closed | 6/17/2020 | 6/25/2020 | $28.00 | 1,000 | $28,000 | $1,520 | 10/13/2020 |
#BIRKINTAN / Series Hermès Tangerine Ostrich Birkin Bag | 4/30/2020 | 2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware | Purchase Option Agreement | Closed | 6/17/2020 | 6/25/2020 | $28.00 | 1,000 | $28,000 | $1,520 | 10/13/2020 |
#61JFK / Series Inaugural Addresses | 6/8/2020 | 1961 inscribed copy of Inaugural Addresses of the Presidents of the United States | Purchase Agreement | Closed | 6/27/2020 | 7/7/2020 | $11.50 | 2,000 | $23,000 | $5,520 | 10/27/2020 |
#50JACKIE / Series 1950 Jackie Robinson Card | 4/30/2020 | 1950 Bowman #22 Jackie Robinson Card | Upfront Purchase | Sold - $13,000 Acquisition Offer Accepted on 10/07/2020 | 6/10/2020 | 7/8/2020 | $1.00 | 10,000 | $10,000 | $100 | 10/13/2020 |
8
#POKEMON1 / Series 1999 Pokémon First Edition Set | 4/30/2020 | 1999 Pokemon First Edition PSA GEM MT 10 Complete Set | Upfront Purchase | Closed | 6/23/2020 | 7/8/2020 | $25.00 | 5,000 | $125,000 | $4,213 | 12/1/2020 |
#LINCOLN / Series 1864 Abraham Lincoln Photo | 6/8/2020 | 1864 Signed, Vignetted Portrait of Abraham Lincoln | Purchase Agreement | Closed | 7/1/2020 | 7/9/2020 | $20.00 | 4,000 | $80,000 | $13,900 | 10/27/2020 |
#STARWARS1 / Series Star Wars #1 | 6/8/2020 | 1977 Star Wars #1 CGC VF/NM 9.0 comic book | Purchase Agreement | Closed | 7/1/2020 | 7/14/2020 | $1.00 | 12,000 | $12,000 | $980 | 11/3/2020 |
#56TEDWILL / Series 1956 Ted Williams Jersey | 6/8/2020 | 1956 Ted Williams Game-Worn Red Sox Home Jersey | Purchase Agreement | Closed | 7/16/2020 | 7/26/2020 | $45.00 | 2,000 | $90,000 | $7,825 | 10/27/2020 |
#68MAYS / Series 1968 Willie Mays Bat | 6/8/2020 | 1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat | Purchase Agreement | Closed | 7/17/2020 | 7/26/2020 | $19.50 | 2,000 | $39,000 | $5,510 | 11/10/2020 |
#TMNT1 / Series Teenage Mutant Ninja Turtles #1 | 6/8/2020 | 1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book | Purchase Option Agreement | Closed | 7/23/2020 | 7/30/2020 | $65.00 | 1,000 | $65,000 | $3,720 | 11/3/2020 |
#CAPTAIN3 / Series Captain America #3 | 4/30/2020 | 1941 Captain America Comics #3 CGC VG/FN 5.0 comic book | Purchase Option Agreement | Closed | 7/23/2020 | 7/30/2020 | $37.00 | 1,000 | $37,000 | $464 | 11/17/2020 |
#51MANTLE / Series 1951 Bowman Mickey Mantle Card | 6/8/2020 | 1951 Bowman #253 Mickey Mantle Card | Purchase Agreement | Closed | 7/16/2020 | 7/30/2020 | $17.00 | 2,000 | $34,000 | $3,060 | 11/17/2020 |
#CHURCHILL / Series Second World War | 4/30/2020 | First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill | Upfront Purchase | Closed | 7/7/2020 | 8/6/2020 | $1.00 | 7,500 | $7,500 | $25 | 11/17/2020 |
9
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio | 4/30/2020 | 1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies | Purchase Agreement | Closed | 7/30/2020 | 8/6/2020 | $115.00 | 1,000 | $115,000 | $7,282 | 11/10/2020 |
#03KOBE / Series 2003-04 UD Kobe Bryant Card | 7/20/2020 | 2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card | Purchase Agreement | Closed | 8/2/2020 | 8/16/2020 | $8.00 | 6,250 | $50,000 | $4,400 | 11/24/2020 |
#03LEBRON / Series 2003-04 UD LeBron James Card | 7/20/2020 | 2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card | Purchase Agreement | Closed | 8/5/2020 | 8/16/2020 | $17.00 | 2,000 | $34,000 | $7,560 | 12/1/2020 |
#03JORDAN / Series 2003-04 UD Michael Jordan Card | 7/20/2020 | 2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card | Purchase Agreement | Closed | 8/6/2020 | 8/16/2020 | $20.50 | 2,000 | $41,000 | $6,490 | 11/17/2020 |
#39TEDWILL / Series 1939 Play Ball Ted Williams Card | 7/20/2020 | 1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card | Purchase Agreement | Closed | 8/13/2020 | 8/24/2020 | $5.00 | 5,600 | $28,000 | ($1,130) | 12/1/2020 |
#94JETER / Series 1994 Derek Jeter Jersey | 7/20/2020 | 1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey | Purchase Agreement | Closed | 8/9/2020 | 8/24/2020 | $45.00 | 1,000 | $45,000 | $4,450 | 11/24/2020 |
#2020TOPPS / Series 2020 Topps Complete Set | 7/20/2020 | Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards | Purchase Option Agreement | Closed | 8/13/2020 | 8/25/2020 | $10.00 | 10,000 | $100,000 | $100 | 12/8/2020 |
#FANFOUR1 / Series 1961 Fantastic Four #1 | 4/30/2020 | 1961 Fantastic Four #1 CGC VF+ 8.5 comic book | Purchase Option Agreement | Closed | 8/23/2020 | 9/2/2020 | $52.50 | 2,000 | $105,000 | $2,563 | 12/8/2020 |
#86RICE / Series 1986 Topps Jerry Rice Card | 7/20/2020 | 1986 Topps #161 Jerry Rice Rookie Card | Purchase Agreement | Closed | 7/28/2020 | 9/15/2020 | $1.00 | 23,000 | $23,000 | $1,636 | 12/15/2020 |
10
#DAREDEV1 / Series Daredevil #1 | 6/8/2020 | 1964 Daredevil #1 CGC VF/NM 9.0 comic book | Purchase Agreement | Closed | 7/28/2020 | 9/15/2020 | $1.00 | 11,500 | $11,500 | $985 |
|
#85MARIO / Series 1985 Super Mario Bros. | 6/8/2020 | 1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+ | Purchase Option Agreement | Closed | 8/16/2020 | 9/15/2020 | $50.00 | 3,000 | $150,000 | $6,775 | 12/15/2020 |
#TOS39 / Series Tales of Suspense #39 | 7/20/2020 | 1963 Tales of Suspense #39 CGC NM 9.4 comic book | Purchase Agreement | Closed | 8/27/2020 | 9/15/2020 | $45.00 | 3,000 | $135,000 | $12,038 | 12/15/2020 |
#05LATOUR / Series 2005 Château Latour | 7/20/2020 | One case of twelve (12) 75cl bottles of 2005 Château Latour | Purchase Agreement | Closed | 9/3/2020 | 9/15/2020 | $9.80 | 1,000 | $9,800 | $1,161 |
|
#16SCREAG / 2016 Screaming Eagle | 7/20/2020 | Four cases of three (3) 75cl bottles of 2016 Screaming Eagle | Purchase Agreement | Closed | 9/3/2020 | 9/15/2020 | $39.00 | 1,000 | $39,000 | $5,566 | 12/15/2020 |
#14DRC / Series 2014 Domaine de la Romanée-Conti | 7/20/2020 | One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti | Purchase Agreement | Closed | 9/3/2020 | 9/15/2020 | $54.00 | 1,000 | $54,000 | $6,380 |
|
#57MANTLE / Series 1957 Topps Mickey Mantle Card | 7/20/2020 | 1957 Topps #95 Mickey Mantle Card | Purchase Agreement | Closed | 9/6/2020 | 9/21/2020 | $1.00 | 8,000 | $8,000 | ($1,182) |
|
#FAUBOURG / Series Hermès Sellier Faubourg Birkin | 4/30/2020 | 2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware | Purchase Option Agreement | Closed | 9/9/2020 | 9/21/2020 | $75.00 | 2,000 | $150,000 | $31,675 |
|
#SOBLACK / Series Hermès So Black Birkin | 4/30/2020 | 2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware | Purchase Option Agreement | Closed | 9/10/2020 | 10/1/2020 | $56.00 | 1,000 | $56,000 | $4,087 |
|
#GATSBY / Series The Great Gatsby | 6/8/2020 | inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald | Purchase Option Agreement | Closed | 9/14/2020 | 10/1/2020 | $50.00 | 4,000 | $200,000 | $10,800 |
|
11
#93DAYTONA / Series Rolex Daytona ref. 16528 | 7/20/2020 | 1993 Rolex Oyster Perpetual Cosmograph Daytona ref. 16528 | Purchase Agreement | Closed | 9/24/2020 | 10/1/2020 | $21.00 | 2,000 | $42,000 | $3,480 |
|
#09TROUT / Series 2009 Bowman Mike Trout Card | 9/24/2020 | 2009 Bowman Chrome Draft Prospects #DBPP89 Mike Trout (Orange Refractor) Signed Rookie Card | Purchase Agreement | Closed | 9/28/2020 | 10/8/2020 | $20.00 | 11,250 | $225,000 | ($4,540) |
|
#57STARR / Series 1957 Topps Bart Starr Card | 7/20/2020 | 1957 Topps #119 Bart Starr Rookie Card | Purchase Agreement | Closed | 9/16/2020 | 10/8/2020 | $1.00 | 8,000 | $8,000 | ($1,182) |
|
#AF15 / Series Amazing Fantasy #15 | 8/21/2020 | 1962 Amazing Fantasy #15 CGC VF 8.0 comic book | Purchase Agreement | Closed | 10/9/2020 | 10/19/2020 | $25.00 | 8,000 | $200,000 | $6,898 |
|
#03KOBE2 / Series 2003-04 UD Patch Auto Kobe Bryant Card | 9/24/2020 | 2003-04 Upper Deck Exquisite Collection Patches Autographs #KB Kobe Bryant Card graded BGS MINT 9 | Purchase Agreement | Closed | 10/6/2020 | 10/22/2020 | $4.00 | 5,750 | $23,000 | $641 |
|
#JOBSMAC / Series 1986 Steve Jobs Signed Computer | 8/21/2020 | 1986 Macintosh Plus Computer Signed by Steve Jobs | Upfront Purchase | Closed | 10/10/2020 | 10/22/2020 | $10.00 | 5,000 | $50,000 | $13,168 |
|
#16PETRUS / Series 2016 Chateau Petrus | 7/20/2020 | Two cases of six (6) 75cl bottles of 2016 Château Petrus | Purchase Agreement | Closed | 8/29/2020 | 11/3/2020 | $5.00 | 9,000 | $45,000 | $5,214 |
|
#ALICE / Series Alice’s Adventures in Wonderland | 7/20/2020 | 1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll | Purchase Option Agreement | Closed | 9/6/2020 | 11/3/2020 | $1.00 | 12,000 | $12,000 | $1,480 |
|
12
#SPIDER10 / Series 1963 Amazing Spider-Man #10 | 8/21/2020 | 1963 Marvel Comics Amazing Spider-Man #10 CGC NM/M 9.8 comic book | Purchase Agreement | Closed | 9/6/2020 | 11/3/2020 | $5.00 | 4,200 | $21,000 | $1,688 |
|
#62MANTLE / Series 1962 Mickey Mantle World Series Bat | 9/24/2020 | 1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series | Purchase Agreement | Closed | 10/19/2020 | 11/4/2020 | $25.00 | 6,000 | $150,000 | $14,775 |
|
#BATMAN6 / Series Batman #6 | 6/8/2020 | 1941 Batman #6 CGC NM 9.4 comic book | Purchase Agreement | Closed | 10/21/2020 | 11/4/2020 | $13.50 | 2,000 | $27,000 | $2,330 |
|
#CLEMENTE2 / Series 1959 Roberto Clemente Bat | 9/24/2020 | 1959 Roberto Clemente Signature Model Bat | Purchase Agreement | Closed | 9/29/2020 | 11/9/2020 | $35.00 | 2,000 | $70,000 | $8,173 |
|
#79STELLA / Series Rolex Ref. 18038 Coral Stella | 9/24/2020 | 1979 Rolex Ref. 18038 Coral “Stella Dial” Day-Date | Purchase Agreement | Closed | 10/5/2020 | 11/16/2020 | $5.00 | 13,800 | $69,000 | $5,693 |
|
#TKAM / Series To Kill a Mockingbird | 6/8/2020 | 1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee | Purchase Agreement | Closed | 10/26/2020 | 11/16/2020 | $16.00 | 2,000 | $32,000 | $1,980 |
|
#SUPER14 / Series Superman #14 | 7/20/2020 | 1942 Superman #14 CGC NM 9.4 comic book | Purchase Agreement | Closed | 11/6/2020 | 11/16/2020 | $25.00 | 5,200 | $130,000 | $7,125 |
|
#DIMAGGIO2 / Joe DiMaggio Rolex Datejust | 10/28/2020 | Rolex Oyster Perpetual Datejust presented to Joe DiMaggio | Upfront Purchase | Closed | 11/10/2020 | 11/18/2020 | $10.50 | 2,000 | $21,000 | $2,036 |
|
#13BEAUX / Series 2013 Vosne-Romanee Les Beaux Monts, Leroy | 9/24/2020 | One case of twelve (12) bottles of 2013 Vosne-Romanée Les Beaux Monts, Domaine Leroy | Purchase Agreement | Closed | 11/10/2020 | 11/23/2020 | $5.00 | 5,100 | $25,500 | $2,124 |
|
13
#88MARIO / 1988 Super Mario Bros. 2 | 10/28/2020 | 1988 NES Super Mario Bros. 2 Wata 9.8 A+ Video Game | Purchase Agreement | Closed | 11/12/2020 | 11/23/2020 | $15.00 | 2,000 | $30,000 | $3,571 |
|
#ANMLFARM / Series Animal Farm | 8/21/2020 | First Edition, First printing of Animal Farm by George Orwell | Upfront Purchase | Closed | 11/16/2020 | 11/23/2020 | $10.00 | 1,000 | $10,000 | $434 |
|
#NASA1 / Series Apollo 11 Control Stick | 9/24/2020 | 1969 Buzz Aldrin NASA Apollo 11 space-flown control stick | Purchase Agreement | Closed | 10/25/2020 | 11/25/2020 | $30.00 | 10,000 | $300,000 | $39,763 |
|
#00BRADY / 2000 Tom Brady Rookie Card | 10/28/2020 | 2000 Playoff Contenders #144 Tom Brady Autograph Rookie Card graded BGS MINT 9 | Upfront Purchase | Closed | 11/19/2020 | 11/30/2020 | $12.00 | 3,750 | $45,000 | $8,298 |
|
#85NES / 1985 NES Pack-Ins | 10/28/2020 | 1985 NES Duck Hunt Wata 9.2 NS Video Game and a 1985 NES Gyromite Wata 9.0 NS Video Game | Purchase Agreement | Closed | 11/17/2020 | 11/30/2020 | $4.00 | 8,000 | $32,000 | $4,321 |
|
#04LEBRON / 2004-05 UD Jersey Auto LeBron James Card | 10/28/2020 | 2004-05 Upper Deck Exquisite Collection Extra Exquisite Jerseys Autographs #LJ LeBron James Card graded BGS GEM MINT 9.5 | Purchase Agreement | Closed | 10/29/2020 | 12/7/2020 | $10.00 | 5,000 | $50,000 | $4,371 |
|
#85JORDAN / 1985 Michael Jordan Rookie Sneakers | 10/28/2020 | 1985 Michael Jordan Rookie Game Worn Nike Air Jordan I Sneakers | Purchase Agreement | Closed | 11/8/2020 | 12/7/2020 | $25.00 | 10,000 | $250,000 | $5,025 |
|
#69KAREEM / 1969 Topps Lew Alcindor Rookie Card | 10/28/2020 | 1969 Topps Basketball #25 Lew Alcindor Rookie Card graded PSA NM-MT 8 | Upfront Purchase | Closed | 11/23/2020 | 12/7/2020 | $11.00 | 2,500 | $27,500 | $2,896 |
|
#59JFK / Series Profiles in Courage | 8/21/2020 | 1959 Inscribed Presentation Copy of Profiles in Courage by John F. Kennedy | Purchase Agreement | Closed | 11/25/2020 | 12/7/2020 | $13.00 | 2,000 | $26,000 | $1,538 |
|
14
#JUSTICE1 / Series Justice League of America #1 | 8/21/2020 | 1960 Justice League of America #1 CGC NM+ 9.6 comic book | Purchase Agreement | Closed | 11/18/2020 | 12/7/2020 | $43.00 | 5,000 | $215,000 | $20,635 |
|
#GRAPES / Series Grapes of Wrath | 8/21/2020 | 1939 Inscribed First Edition Presentation copy of The Grapes of Wrath by John Steinbeck | Purchase Agreement | Closed | 12/1/2020 | 12/14/2020 | $19.50 | 2,000 | $39,000 | $6,408 |
|
#GOLDENEYE / 1997 N64 GoldenEye 007 | 10/28/2020 | 1997 N64 GoldenEye 007 Wata 9.6 A++ Video Game | Upfront Purchase | Closed | 11/24/2020 | 12/14/2020 | $5.00 | 5,000 | $25,000 | $808 |
|
#03LEBRON2 / 2003-04 Topps LeBron James Card | 11/25/2020 | 2003-04 Topps Chrome Refractors LeBron James Rookie card graded BGS Pristine 10 | Upfront Purchase | Closed | 11/30/2020 | 12/14/2020 | $20.00 | 5,000 | $100,000 | $7,523 |
|
#34GEHRIG / 1934 Goudey Lou Gehrig Card | 10/28/2020 | 1934 Goudey #61 Lou Gehrig Card graded PSA NM-MT 8 | Upfront Purchase | Closed | 12/3/2020 | 12/14/2020 | $7.00 | 5,000 | $35,000 | $3,845 |
|
#98KANGA / 1998 Pokemon Kangaskhan Holo Card | 11/25/2020 | 1998 Pokémon Japanese Promo Kangaskhan-Holo Trophy Card graded PSA GEM MT 10 | Purchase Agreement | Closed | 12/2/2020 | 12/14/2020 | $8.00 | 21,250 | $170,000 | $16,425 |
|
#06BRM / Series 2006 Barolo Riserva Monfortino | 9/24/2020 | One case of twelve (12) bottles of 2006 Barolo Riserva Monfortino, Giacomo Conterno | Purchase Agreement | Closed | 12/7/2020 | 12/14/2020 | $10.00 | 1,850 | $18,500 | $1,351 |
|
#MOONSHOE / 1972 Nike Moon Shoe | 11/25/2020 | Original pair of Nike "Moon Shoe" sneakers | Upfront Purchase | Closed | 11/25/2020 | 12/14/2020 | $10.00 | 18,000 | $180,000 | $26,250 |
|
#DUNE / Series Inscribed First Edition Dune | 7/20/2020 | 1965 Inscribed First Edition Copy of Frank Herbert’s Dune | Purchase Agreement | Closed | 12/10/2020 | 12/22/2020 | $13.25 | 1,000 | $13,250 | $1,418 |
|
15
#86FLEER / 1986-87 Fleer Basketball Wax Box | 11/25/2020 | 1986-87 Fleer Basketball Unopened Wax Box Certified by BBCE | Upfront Purchase | Closed | 12/7/2020 | 12/22/2020 | $10.00 | 16,500 | $165,000 | $14,666 |
|
#58PELE2 / 1958 Editora Aquarela Pele Card | 11/25/2020 | 1958 Editora Aquarela Pelé Card graded PSA NM 7 | Upfront Purchase | Closed | 12/16/2020 | 12/22/2020 | $5.00 | 5,300 | $26,500 | $1,888 |
|
#WILDGUN / 1985 NES Wild Gunman | 10/28/2020 | 1985 NES Wild Gunman Wata 9.2 A+ Video Game | Purchase Agreement | Closed | 12/15/2020 | 12/22/2020 | $7.00 | 4,000 | $28,000 | $2,591 |
|
#18LAMAR / 2018 National Treasures Lamar Jackson Card | 11/25/2020 | 2018 National Treasures Red Lamar Jackson Rookie Card graded BGS NM-MT+ 8.5 | Upfront Purchase | Closed | 12/7/2020 | 12/29/2020 | $8.00 | 7,750 | $62,000 | $5,833 |
|
#37HEISMAN / Series 1937 Heisman Memorial Trophy | 8/21/2020 | 1937 Heisman Memorial Trophy Awarded to Yale University Halfback Clint Frank | Purchase Agreement | Open | 10/3/2020 | Q1 2021 or Q2 2021 | $46.00 | 8,000 / 10,000 | $368,000 / $460,000 | $41,350 |
|
#03TACHE / 2003 La Tache, Romanee-Conti | 10/28/2020 | Four cases of three (3) bottles of 2003 La Tâche, Domaine de la Romanée-Conti | Purchase Agreement | Open | 11/17/2020 | Q1 2021 or Q2 2021 | $5.00 | 12,480 / 15,600 | $62,400 / $78,000 | $5,843 |
|
#TORNEK / Series Tornek-Rayville ref. TR-900 | 11/25/2020 | 1964 Tornek-Rayville ref. TR-900 | Purchase Agreement | Open | 11/26/2020 | Q1 2021 or Q2 2021 | $5.00 | 26,400 / 33,000 | $132,000 / $165,000 | $8,513 |
|
#AVENGE57 / Series 1968 Avengers #57 | 8/21/2020 | 1968 Marvel Avengers #57 CGC NM/M 9.8 comic book | Purchase Agreement | Open | 12/2/2020 | Q4 2020 or Q1 2021 | $1.00 | 16,000 / 20,000 | $16,000 / $20,000 | $1,700 |
|
#PICNIC / Series Hermès Picnic Kelly 35 | 8/21/2020 | Limited Edition Natural Barénia Leather & Osier Picnic Kelly 35cm Bag with palladium hardware | Purchase Agreement | Open | 12/9/2020 | Q1 2021 or Q2 2021 | $27.00 | 1,600 / 2,000 | $43,200 / $54,000 | $4,360 |
|
16
#KEROUAC / Series On The Road | 9/24/2020 | 1957 inscribed First Edition, Presentation Copy of "On the Road" by Jack Kerouac | Purchase Agreement | Open | 12/13/2020 | Q1 2021 or Q2 2021 | $20.00 | 3,920 / 4,900 | $78,400 / $98,000 | $10,585 |
|
#99TMB2 / 1999 Pokemon Tropical Mega Battle Card | 11/25/2020 | 1999 Pokémon Japanese Promo Tropical Mega Battle No. 2 Trainer Card graded PSA AUTHENTIC | Upfront Purchase | Open | 12/14/2020 | Q4 2020 or Q1 2021 | $6.00 | 8,000 / 10,000 | $48,000 / $60,000 | $8,000 |
|
#AVENGERS1 / Series 1963 Avengers #1 | 7/20/2020 | 1963 Avengers #1 CGC NM + 9.6 comic book | Purchase Agreement | Open | 12/16/2020 | Q4 2020 or Q1 2021 | $54.00 | 4,000 / 5,000 | $216,000 / $270,000 | $14,675 |
|
#13GIANNIS / 2013 Panini Giannis Antetokounmpo Card | 11/25/2020 | 2013 Panini Flawless Giannis Antetokounmpo Rookie card graded BGS GEM MINT 9.5 | Upfront Purchase | Open | 12/19/2020 | Q4 2020 or Q1 2021 | $5.00 | 4,000 / 5,000 | $20,000 / $25,000 | $4,023 |
|
#04MESSI / 2004-05 Panini Lionel Messi Card | 11/25/2020 | 2004-05 Panini Lionel Messi Card graded BGS GEM MINT 9.5 | Upfront Purchase | Open | 12/21/2020 | Q1 2021 or Q2 2021 | $5.00 | 7,200 / 9,000 | $36,000 / $45,000 | $3,445 |
|
#PUNCHOUT / 1987 Mike Tyson's PUNCH-OUT!! | 12/21/2020 | 1987 NES Mike Tyson’s PUNCH-OUT!! Wata 9.4 A+ video game | Purchase Agreement | Open | 12/22/2020 | Q1 2021 or Q2 2021 | $9.00 | 8,000 / 10,000 | $72,000 / $90,000 | $7,825 |
|
#BULLSRING / 1990s Bulls Championship Rings | 11/25/2020 | Six Chicago Bulls NBA Championship Rings awarded to Chicago Bulls security guard John Capps | Upfront Purchase | Open | 12/19/2020 | Q1 2021 or Q2 2021 | $10.00 | 24,000 / 30,000 | $240,000 / $300,000 | $44,050 |
|
#70AARON / 1970 Topps Hank Aaron Card | 11/25/2020 | 1970 Topps Hank Aaron card graded PSA GEM MINT 10 | Upfront Purchase | Open | 12/23/2020 | Q1 2021 or Q2 2021 | $3.00 | 4,800 / 6,000 | $14,400 / $18,000 | $598 |
|
17
#96CHARZRD / 1996 Pokemon Japanese No Rarity Charizard | 12/21/2020 | 1996 Pokemon Japanese Base Set No Rarity Symbol Holo Charizard #6 PSA MINT 9 | Upfront Purchase | Open | 12/27/2020 | Q1 2021 or Q2 2021 | $10.00 | 5,200 / 6,500 | $52,000 / $65,000 | $5,304 |
|
#FEDERAL / The Federalist | 11/25/2020 | First Edition copy of The Federalist by Alexander Hamilton, James Madison, and John Jay | Purchase Agreement | Upcoming | Q4 2020 or Q1 2021 | Q1 2021 or Q2 2021 | $15.00 | 8,000 / 10,000 | $120,000 / $150,000 | $26,675 |
|
#ICECLIMB / 1985 NES Ice Climber | 12/21/2020 | 1985 NES Ice Climber Wata 9.0 A video game | Upfront Purchase | Upcoming | Q4 2020 or Q1 2021 | Q1 2021 or Q2 2021 | $8.00 | 8,000 / 10,000 | $64,000 / $80,000 | $8,000 |
|
#62BOND / The Spy Who Loved Me | 12/21/2020 | 1962 First Edition Presentation copy of The Spy Who Loved Me by Ian Fleming inscribed to Robert Kennedy | Upfront Purchase | Upcoming | Q4 2020 or Q1 2021 | Q1 2021 or Q2 2021 | $6.00 | 12,400 / 15,500 | $74,400 / $93,000 | $13,593 |
|
#01TIGER / 2001 SP Authentic Tiger Woods Card | 12/21/2020 | 2001 SP Authentic #45 Tiger Woods Autographed Rookie Card graded BGS GEM MINT 9.5 | Upfront Purchase | Upcoming | Q4 2020 or Q1 2021 | Q1 2021 or Q2 2021 | $10.00 | 1,480 / 1,850 | $14,800 / $18,500 | $1,615 |
|
#APEOD / Series Audemars Piguet "End of Days" | 11/1/2019 | Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01 | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $62.00 | 400 / 500 | $24,800 / $31,000 | $940 |
|
#15PTKWT / Series Patek Philippe World Time | 11/1/2019 | Patek Philippe Complications World Time Ref. 5131R-001 | Purchase Option Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $108.00 | 800 / 1,000 | $86,400 / $108,000 | ($140) |
|
#AMZFNT15 / Series 1962 Amazing Fantasy #15 | 4/30/2020 | 1962 Amazing Fantasy #15 CGC VG+ 4.5 | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $65.00 | 400 / 500 | $26,000 / $32,500 | $575 |
|
18
#HALONFR / Series Halo: Combat Evolved | 7/20/2020 | 2001 Halo: Combat Evolved [NFR Not For Resale] Wata 9.8 A++ Sealed Xbox Video Game | Purchase Option Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $27.00 | 800 / 1,000 | $21,600 / $27,000 | $2,630 |
|
#09BEAUX / Series 2009 Vosne-Romanee Les Beaux Monts, Leroy | 9/24/2020 | One case of twelve (12) bottles of 2009 Vosne-Romanée Les Beaux Monts, Domaine Leroy | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 5,440 / 6,800 | $27,200 / $34,000 | $3,085 |
|
#09RBLEROY / Series 2009 Richebourg, Leroy | 9/24/2020 | One case of twelve (12) bottles of 2009 Richebourg, Domaine Leroy | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $25.00 | 3,440 / 4,300 | $86,000 / $107,500 | $8,734 |
|
#00MOUTON / Series 2000 Chateau Mouton-Rothschild | 9/24/2020 | One case of twelve (12) bottles of 2000 Château Mouton-Rothschild | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $13.50 | 1,600 / 2,000 | $21,600 / $27,000 | $2,181 |
|
#11BELAIR / Series 2011 Vosne-Romanee Aux Reignots | 9/24/2020 | One case of twelve (12) bottles of 2011 Vosne-Romanée Aux Reignots, Domaine du Comte Liger-Belair | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $11.00 | 1,600 / 2,000 | $17,600 / $22,000 | $1,685 |
|
#17DUJAC / Series 2017 Chambertin, Dujac | 9/24/2020 | Two cases of six (6) bottles of 2017 Chambertin, Domaine Dujac | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $8.00 | 2,600 / 3,250 | $20,800 / $26,000 | $1,408 |
|
#00NEWMAN / Series 2000 Newman Race Suit | 9/24/2020 | Signed Sparco race suit worn by Paul Newman during the 2000 Rolex 24 Hours of Daytona Race Series | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 2,480 / 3,100 | $12,400 / $15,500 | $1,147 |
|
#FAUBOURG2 / Series Hermes Blue Faubourg Birkin Bag | 9/24/2020 | 2019 Hermès 20cm Sellier Faubourg Blue Multicolor Birkin with Palladium Hardware | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $15.00 | 8,800 / 11,000 | $132,000 / $165,000 | $11,513 |
|
19
#THOR / 1962 Journey Into Mystery #83 | 10/28/2020 | 1962 Journey Into Mystery #83 CGC NM 9.4 | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $20.00 | 8,600 / 10,750 | $172,000 / $215,000 | $15,638 |
|
#13MUSIGNY / 2013 Musigny, Leroy | 10/28/2020 | Two cases of three (3) bottles of 2013 Musigny, Domaine Leroy | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $20.00 | 9,800 / 12,250 | $196,000 / $245,000 | $17,393 |
|
#16KOBE / 2016 Kobe Bryant Farewell Game Hardwood | 10/28/2020 | Four Signed Hardwood Panels from the Staples Center Basketball Court used during Kobe Bryant’s Farewell Game | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $8.00 | 80,000 / 100,000 | $640,000 / $800,000 | $154,200 |
|
#NEWTON / Series Principia | 11/25/2020 | 1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton | Purchase Option Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $10.00 | 24,000 / 30,000 | $240,000 / $300,000 | $39,050 |
|
#09COBB / 1909-11 T206 Ty Cobb Card | 11/25/2020 | 1909-11 T206 Sweet Caporal Ty Cobb card graded PSA NM 7 | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $4.00 | 6,400 / 8,000 | $25,600 / $32,000 | $2,980 |
|
#51HOWE / 1951 Parkhurst Gordie Howe Card | 11/25/2020 | 1951 Parkhurst Gordie Howe Card graded PSA NM-MT 8 | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $9.00 | 4,000 / 5,000 | $36,000 / $45,000 | $3,445 |
|
#58PELE / 1958 Alifabolaget Pele Rookie Card | 11/25/2020 | 1958 Alifabolaget #635 Pelé Rookie Card graded PSA MINT 9 | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $10.00 | 25,200 / 31,500 | $252,000 / $315,000 | $20,483 |
|
#59BOND / Goldfinger | 12/21/2020 | 1959 First Edition Dedication copy of Goldfinger by Ian Fleming | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $8.00 | 8,200 / 10,250 | $65,600 / $82,000 | $11,020 |
|
20
#DEATON / 1999 Triceratops Skull | 12/21/2020 | Triceratops prorsus skull excavated from the Hell Creek Formation of North Dakota in 1999 | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $25.00 | 9,120 / 11,400 | $228,000 / $285,000 | $29,413 |
|
#XMEN1 / 1963 X-Men #1 | 12/21/2020 | 1963 X-Men #1 CGC NM 9.4 comic book | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $20.00 | 9,600 / 12,000 | $192,000 / $240,000 | $20,200 |
|
#POKEBLUE / 1998 Game Boy Pokémon Blue | 12/21/2020 | 1998 Game Boy Pokémon Blue video game | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $10.00 | 1,920 / 2,400 | $19,200 / $24,000 | $2,660 |
|
#98GTA / 1998 PlayStation Grand Theft Auto | 12/21/2020 | 1998 PlayStation Grand Theft Auto Video Game graded Wata 9.8 A+ | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 2,520 / 3,150 | $12,600 / $15,750 | $1,293 |
|
#FOSSILBOX / 1999 Pokemon Fossil Booster Box | 12/21/2020 | 1999 Pokémon 1st Edition Fossil Set Sealed Booster Box | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 3,360 / 4,200 | $16,800 / $21,000 | $1,690 |
|
#JUNGLEBOX / 1999 Pokemon Jungle Booster Box | 12/21/2020 | 1999 Pokémon Jungle 1st Edition Booster Box | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 5,520 / 6,900 | $27,600 / $34,500 | $2,955 |
|
#48JACKIE / 1948 Leaf Jackie Robinson Rookie Card |
| 1948 Leaf Jackie Robinson #79 Rookie Card graded NM-MT 8 by PSA | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $20.00 | 15,000 / 18,750 | $300,000 / $375,000 | $27,838 |
|
#66ORR / 1966 Orr Topps Rookie Card |
| 1966 Topps Bobby Orr #35 Rookie Card graded NM-MT 8 by PSA | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $8.00 | 8,520 / 10,650 | $68,160 / $85,200 | ($2,453) |
|
#71TOPPS / 1971 Topps Football Wax Box |
| 1971 Topps Football Series 2 Wax Box Reviewed and Factory Sealed by BBCE | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $4.00 | 13,600 / 17,000 | $54,400 / $68,000 | $6,203 |
|
21
#79GRETZKY / 1979 Wayne Gretzky Topps Rookie Card |
| 1979 Topps Wayne Gretzky #18 Rookie Card graded GEM-MT 10 by PSA | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $40.00 | 16,000 / 20,000 | $640,000 / $800,000 | $64,216 |
|
#84JORDAN / 1984 Signing Day Jordan Bulls Jersey |
| Michael Jordan Photo-Matched 1984 Signing Day Chicago Bulls Official NBA Game Jersey | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $25.00 | 12,000 / 15,000 | $300,000 / $375,000 | $49,952 |
|
#91JORDAN / 1991 Jordan Game Worn Uniform |
| 1991 Michael Jordan Game Worn Chicago Bulls Home Uniform graded A10 by MEARS | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $7.00 | 8,000 / 10,000 | $56,000 / $70,000 | $711 |
|
#92JORDAN / 1992 Jordan Game Worn Air Jordan VII's |
| 1992 Michael Jordan Game Worn and Dual Signed Nike Air Jordan VII's | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $6.00 | 5,600 / 7,000 | $33,600 / $42,000 | $4,480 |
|
#94JORDAN / 1994 Jordan Game Worn Baseball Cleats |
| 1994 Michael Jordan Game Worn, Signed and Photo-Matched Air Jordan Baseball Cleats | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $8.50 | 8,000 / 10,000 | $68,000 / $85,000 | $9,416 |
|
#96JORDAN / 1996 Jordan Game Worn Air Jordan 11 "Concord" |
| 1996 Michael Jordan Game Worn and Dual Signed ‘Player Sample’ Air Jordan 11 “Concord” | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $4.00 | 9,600 / 12,000 | $38,400 / $48,000 | $4,420 |
|
#96JORDAN2 / 1996 Jordan Playoff Worn Air Jordan 11’s |
| Michael Jordan Playoff Worn and Dual Signed ‘Player Sample’ Air Jordan 11’s | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 8,640 / 10,800 | $43,200 / $54,000 | $4,480 |
|
#03JORDAN2 / 2003-04 Jordan Exquisite Patch Card |
| 2003-04 UD Exquisite Quad Patch #MJ Michael Jordan Game Used Patch Card graded NM-MT+ 8.5 by BGS | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $4.20 | 8,000 / 10,000 | $33,600 / $42,000 | $4,385 |
|
22
#03LEBRON3 / 2003-04 SP Authentic LeBron Autograph Rookie Card |
| 2003-04 SP Authentic #148 LeBron James Autographed Rookie Card graded PRISTINE 10 by BGS | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $23.00 | 8,000 / 10,000 | $184,000 / $230,000 | $21,111 |
|
#09CURRY / 2009-10 Curry Exquisite Rookie Autograph Card |
| 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Card graded GEM MINT 9.5 by BGS | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $10.00 | 2,000 / 2,500 | $20,000 / $25,000 | $826 |
|
#14KOBE / 2014 Kobe Game Worn Jersey |
| 2014 Kobe Bryant Game Worn and Signed Lakers Jersey | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $8.00 | 7,800 / 9,750 | $62,400 / $78,000 | $6,250 |
|
#14CARR / 2014 Derek Carr Signed Rookie Card |
| 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Card graded GEM MT 10 by PSA | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 3,200 / 4,000 | $16,000 / $20,000 | $2,100 |
|
#OPEECHEE / 1979-80 O-Pee-Chee Wax Box |
| 1979-80 O-Pee-Chee Wax Box Reviewed and Factory Sealed by BBCE | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $30.00 | 8,000 / 10,000 | $240,000 / $300,000 | $41,801 |
|
#APPLE1 / 1976 Apple-1 |
| 1976 Apple-1 Computer with Original Box Signed by Steve Wozniak | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $25.00 | 26,400 / 33,000 | $660,000 / $825,000 | $67,155 |
|
#VANHALEN / Eddie Van Halen Guitar |
| 2008 Eddie Van Halen Concert Played and Signed Charvel EVH Art Series One-of-a-Kind Guitar | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $12.40 | 4,000 / 5,000 | $49,600 / $62,000 | $6,087 |
|
#MOSASAUR / Mosasaur Skeleton |
| Mosasaur Halisaurus Arambourgi Skeleton | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.00 | 4,800 / 6,000 | $24,000 / $30,000 | $10,788 |
|
23
#98ZELDA / 1998 N64 The Legend of Zelda |
| 1998 N64 The Legend of Zelda: Ocarina of Time video game graded 9.6 A+ by Wata | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $4.70 | 4,000 / 5,000 | $18,800 / $23,500 | $2,165 |
|
#59FLASH / 1959 The Flash #105 |
| 1959 The Flash #105 comic book graded NM 9.4 by CGC | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $6.50 | 8,000 / 10,000 | $52,000 / $65,000 | $5,250 |
|
#WOLVERINE / 1974 Incredible Hulk #181 |
| 1974 Incredible Hulk #181 comic book graded NM/M 9.8 by CGC | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $9.50 | 4,000 / 5,000 | $38,000 / $47,500 | $3,925 |
|
#DOMINOS / 1990 Rolex Dominos Air-King |
| 1990 Rolex Air-King Dominos Pizza Special Edition Watch | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $5.50 | 1,600 / 2,000 | $8,800 / $11,000 | $1,290 |
|
#BROSGRIMM / Grimms' Fairy Tales |
| 1837 Third Edition Presentation Copy of Grimms' Fairy Tales by the Brothers Grimm inscribed to contributor and friend Malchen Hassenpflug | Upfront Purchase | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $27.00 | 4,000 / 5,000 | $108,000 / $135,000 | $19,404 |
|
#CONGRESS / Continental Congress Journal of the Proceeds of the Congress |
| Thomas Heyward Jr’s First edition of the Continental Congress Journal of the Proceeds of the Congress | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $24.00 | 4,000 / 5,000 | $96,000 / $120,000 | $19,100 |
|
#1776 / 1776 Declaration of Independence |
| July 16, 1776 Exeter, New Hampshire broadside of the Declaration of Independence | Purchase Agreement | Upcoming | Q1 2021 or Q2 2021 | Q1 2021 or Q2 2021 | $25.00 | 64,000 / 80,000 | $1,600,000 / $2,000,000 | $514,400 |
|
Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.
(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.
(2)Interests sold in Series is limited to 2,000 “qualified purchasers” with a maximum of 500 non- “accredited investors”.
24
(3)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering.
(4)Represents most recent Trading Window for Series as of the date of this filing. Blank cells indicate that no Trading Window for Series has yet occurred as of the date of this filing.
25
USE OF PROCEEDS – SERIES #48JACKIE
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #48JACKIE Asset Cost (1) | $340,000 | 90.67% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.08% | |
Brokerage Fee | $3,750 | 1.00% | |
Offering Expenses (2) | $2,813 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.03% | |
Marketing Materials | $200 | 0.05% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $27,838 | 7.42% | |
Total Fees and Expenses | $34,700 | 9.25% | |
Total Proceeds | $375,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.162 hereto.
26
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Purchase Agreement |
Date of Agreement | 12/16/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $340,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
27
DESCRIPTION OF SERIES 1948 LEAF JACKIE ROBINSON ROOKIE CARD
Investment Overview
·Upon completion of the Series #48JACKIE Offering, Series #48JACKIE will purchase a 1948 Leaf Jackie Robinson #79 Rookie Card graded NM-MT 8 by PSA as the Underlying Asset for Series #48JACKIE (The “Series 1948 Leaf Jackie Robinson Rookie Card” or the “Underlying Asset” with respect to Series #48JACKIE, as applicable), the specifications of which are set forth below.
·Jackie Robinson was a professional baseball player who debuted in the MLB in 1947 for the Brooklyn Dodgers. He is known as a civil rights icon for breaking the baseball color barrier when he became the first African American MLB player in the modern era.
·The Leaf Gum Company released their 1948-49 baseball set as the first color set issued after the end of World War Two, featuring nine future Hall of Famer rookie cards of players like Stan Musial, Satchel Paige, and Jackie Robinson.
·The Underlying Asset is a 1948 Leaf Jackie Robinson #79 Rookie Card graded NM-MT 8 by PSA.
Asset Description
Overview & Authentication
·Jackie Robinson was born on January 31, 1919 in Cairo, Georgia to a family of sharecroppers.
·In 1945, Robinson played one season in the Negro Baseball League for the Kansas City Monarchs.
·In 1947, Brooklyn Dodgers President Branch Rickey asked Robinson to join the Dodgers. At the time, the MLB had not had an African American player since 1889, and had since been strictly segregated.
·For Robinson’s rookie season, he was awarded the National League Rookie of the Year award after hitting .297 with 12 homeruns, 29 stolen bases, and 48 runs batted in.
·Robinson was inducted into the Hall of Fame in 1962 after playing 10 seasons in the MLB, winning one MVP award, one Batting Title, and being selected to six All-Star Games.
·In 1997, Jackie Robinson’s number 42 was retired by the MLB, the first number ever to be retired by all teams in the league.
·The 1948 Leaf Baseball set consists of 98 cards, each measuring 2-3/8 inches by 2-7/8 inches.
·The 1948 Leaf Baseball set was the first major issue to use “skip-numbering,” meaning that the 98-card set was numbered to 168, leaving gaps at certain numbers. Some suggest that this was a deliberate effort on the part of Leaf to encourage collectors to purchase additional packs in hope of finding the missing numbers.
·The 1948 Leaf Jackie Robinson #79 Rookie Card is considered the only true rookie card of Jackie Robinson.
·The Underlying Asset has been issued a grade of NM-MT 8 by Professional Sports Authenticators (PSA) with certification No. 07033041.
Notable Features
·The Underlying Asset is a 1948 Leaf Jackie Robinson #79 Rookie Card graded NM-MT 8 by PSA.
·The Underlying Asset is 1 of 40 1948 Leaf Jackie Robinson #79 Rookie Cards graded PSA 8.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from PSA.
28
Details
Series 1948 Leaf Jackie Robinson Rookie Card | |
Sport | Baseball |
Professional League | MLB |
Player / Number | Jackie Robinson / 42 |
Team | Brooklyn Dodgers |
Year / Season | 1948 |
Memorabilia Type | Trading Card |
Manufacturer | Leaf |
Rarity | 1 of 40 (PSA 8) |
Number in Set | #79 |
Authentication | Professional Sports Authenticators (PSA) |
Grade | 8 |
Certification No. | 07033041 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1948 Leaf Jackie Robinson Rookie Card going forward.
29
USE OF PROCEEDS – SERIES #66ORR
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #66ORR Asset Cost (1) | $85,200 | 100.00% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.35% | |
Brokerage Fee | $852 | 1.00% | |
Offering Expenses (2) | $639 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $462 | 0.54% | |
Marketing Materials | $200 | 0.23% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | -$2,453 | -2.88% | |
Total Fees and Expenses | -$300 | -0.35% | |
Total Proceeds | $85,200 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.163 hereto.
30
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/14/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $85,200 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $662 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
31
DESCRIPTION OF SERIES 1966 ORR TOPPS ROOKIE CARD
Investment Overview
·Upon completion of the Series #66ORR Offering, Series #66ORR will purchase a 1966 Topps Bobby Orr #35 Rookie Card graded NM-MT 8 by PSA as the Underlying Asset for Series #66ORR (The “Series 1966 Orr Topps Rookie Card” or the “Underlying Asset” with respect to Series #66ORR, as applicable), the specifications of which are set forth below.
·Bobby Orr was a Hall of Fame professional hockey player who debuted in the NHL at age 18 for the Boston Bruins in 1966 and played a total of 12 NHL seasons.
·The Topps Company, Inc. was founded as Topps Chewing Gum, Inc. in Brooklyn in 1938 by the four sons of Morris Shorin: Abram, Ira, Joseph, and Phillip. Topps began first printing cards in 1949 and issuing them as ‘freebies’ inside packs of gum.
·The Underlying Asset is a 1966 Topps Bobby Orr #35 Rookie Card graded NM-MT 8 by PSA.
Asset Description
Overview & Authentication
·Bobby Orr was born on March 20, 1948 in Parry Sound, Ontario.
·As a rookie during the 1966-67 NHL season, Orr scored 13 goals and notched 28 assists for a total of 41 points as a defenseman for the Boston Bruins.
·Orr was awarded the Calder Trophy (given “to the player selected as the most proficient in his first year of competition in the National Hockey League”) for the 1966-67 season.
·During Orr’s career, he was selected to seven All-Star Games, won two Stanley Cups, and was awarded the Norris Trophy (given “to the defense player who demonstrates throughout the season the greatest all-round ability in the position”) eight times.
·Orr is the only player to win the Stanley Cup, Conn Smythe (given “to the most valuable player for his team in the playoffs”), Hart (given “to the player adjudged to be the most valuable to his team”), Art Ross (given “to the player who leads the NHL in scoring points at the end of the regular season”), and Norris Trophies in a single season (1969-70).
·As of January 2017, Orr was the only NHL defenseman to have nine hat tricks in a career.
·In 2011, Bleacher Report named Bobby Orr No. 2 on their list of the “Top 10 NHL Defensemen of All Time.”
·Orr was inducted into the Hockey Hall of Fame in 1979.
·The Topps Company, Inc. began in its modern iteration in 1938 when Brooklyn entrepreneur Morris Shorin’s four sons — Abram, Ira, Joseph, and Phillip — took the family tobacco business and pivoted toward chewing gum.
·In 1949, Topps placed its first cards in their chewing gum wrappers for free, beginning with 252 Magic Photo Cards featuring current stars as well as classic players like Babe Ruth and Cy Young.
·For the 1954-55 season, Topps released their first ever set of hockey cards with a 60-card set featuring players from the four teams that played their home games in the United States at the time.
·The 1966 Topps Bobby Orr #35 Rookie Card is the only recognized rookie card of Bobby Orr.
·The Underlying Asset has been issued a grade of NM-MT 8 by Professional Sports Authenticators (PSA) with certification No. 07001237.
Notable Features
·The Underlying Asset is a 1966 Topps Bobby Orr #35 Rookie Card graded NM-MT 8 by PSA.
·The Underlying Asset is 1 of 47 1966 Topps Bobby Orr #35 Rookie Cards graded NM-MT 8 by PSA with one example graded higher.
32
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from PSA.
Details
Series 1966 Orr Topps Rookie Card | |
Sport | Hockey |
Professional League | NHL |
Player / Number | Bobby Orr / 4 |
Team | Boston Bruins |
Year / Season | 1966 |
Memorabilia Type | Trading Card |
Manufacturer | The Topps Company, Inc. |
Rarity | 1 of 47 (PSA 8) |
Number in Set | #35 |
Authentication | Professional Sports Authenticators (PSA) |
Grade | 8 |
Certification No. | 07001237 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1966 Orr Topps Rookie Card going forward.
33
USE OF PROCEEDS – SERIES #71TOPPS
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #71TOPPS Asset Cost (1) | $60,000 | 88.24% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.44% | |
Brokerage Fee | $680 | 1.00% | |
Offering Expenses (2) | $510 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $107 | 0.16% | |
Marketing Materials | $200 | 0.29% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $6,203 | 9.12% | |
Total Fees and Expenses | $7,700 | 11.32% | |
Total Proceeds | $68,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.164 hereto.
34
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/11/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $60,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $307 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
35
DESCRIPTION OF SERIES 1971 TOPPS FOOTBALL WAX BOX
Investment Overview
·Upon completion of the Series #71TOPPS Offering, Series #71TOPPS will purchase a 1971 Topps Football Series 2 Wax Box Reviewed and Factory Sealed by BBCE as the Underlying Asset for Series #71TOPPS (The “Series 1971 Topps Football Wax Box” or the “Underlying Asset” with respect to Series #71TOPPS, as applicable), the specifications of which are set forth below.
·The 1971 Topps Football set consists of 263 cards issued in two series. Series 2, which contains players numbered 133-263, features stars like Gale Sayers, Bart Starr, Joe Namath, and O.J. Simpson, as well as the rookie cards of Terry Bradshaw and Joe Greene.
·The Topps Company, Inc. was founded as Topps Chewing Gum, Inc. in Brooklyn in 1938 by the four sons of Morris Shorin: Abram, Ira, Joseph, and Phillip. Topps began first printing cards in 1949 and issuing them as ‘freebies’ inside packs of gum.
·The Underlying Asset is a 1971 Topps Football Series 2 Wax Box Reviewed and Factory Sealed by BBCE.
Asset Description
Overview & Authentication
·The Topps Company, Inc. began in its modern iteration in 1938 when Brooklyn entrepreneur Morris Shorin’s four sons — Abram, Ira, Joseph, and Phillip — took the family tobacco business and pivoted toward chewing gum.
·In 1949, Topps placed its first cards in their chewing gum wrappers for free, beginning with 252 Magic Photo Cards featuring current stars as well as classic players like Babe Ruth and Cy Young.
·In 1951, Topps released their 1951 Magic Football set, marking their first edition of football cards.
·The 1971 Topps football set consists of 263 cards, each measuring 2-1/2 inches by 3-1/2 inches.
·The 1971 Topps Football set was printed on sheets that had 12 rows and 11 columns.
·Each wax pack in the 1971 Topps Football set contains eight picture cards, one game card, one poster, and one stick of gum. Each pack sold for $0.10.
·Of the 62,775 cards from the 1971 Topps Football set graded by PSA, only 80 examples have been graded PSA 10.
·Of the 80 examples graded PSA 10 from the 1971 Topps Football set, only 33 are from the Series 2 issue.
·Because of the “bright red and blue colored borders” of the cards from the 1971 Topps Football set, “The slightest chip, nick or corner ding on these cards stands out to the naked eye, dropping most cards down to the PSA 6-8 level.”
·Topps “would wait to change their cutting blades until the blade would physically not cut through the sheets of cards anymore,” resulting in a rough cut edge for many of the cards, contributing to the relative rarity of highly graded examples from the set.
·Cards from the 1971 Topps Football set were often poorly centered, contributing to the relative rarity of highly graded examples from the set.
·Terry Bradshaw was the first overall pick in the 1970 NFL Draft and played quarterback for the Pittsburgh Steelers for 14 seasons, winning four Super Bowls and being inducted into the Hall of Fame in 1989.
·“Mean” Joe Greene was drafted fourth overall in the 1969 NFL Draft and played defensive tackle for the Pittsburgh Steelers for 13 seasons, winning four Super Bowls and being inducted into the Hall of Fame in 1987.
·The Underlying Asset has been authenticated by Baseball Card Exchange, Inc. (BBCE).
Notable Features
·The Underlying Asset is a 1971 Topps Football Series 2 Wax Box Reviewed and Factory Sealed by BBCE.
·The Underlying Asset contains 24 unopened packs of cards from the 1971 Topps Football Series 2 set.
36
Notable Defects
·The Underlying Asset shows signs of wear consistent with its condition grade from BBCE.
Details
Series 1971 Topps Football Wax Box | |
Sport | Football |
Professional League | NFL |
Year / Season | 1971 |
Memorabilia Type | Trading Card Set |
Manufacturer | Topps |
Authentication | BBCE |
Grade | Factory Sealed |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1971 Topps Football Wax Box going forward.
37
USE OF PROCEEDS – SERIES #79GRETZKY
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #79GRETZKY Asset Cost (1) | $720,000 | 90.00% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.04% | |
Brokerage Fee | $8,000 | 1.00% | |
Offering Expenses (2) | $6,000 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $1,284 | 0.16% | |
Marketing Materials | $200 | 0.03% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $64,216 | 8.03% | |
Total Fees and Expenses | $79,700 | 9.96% | |
Total Proceeds | $800,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.165 hereto.
38
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/12/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $720,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $1,484 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
39
DESCRIPTION OF SERIES 1979 WAYNE GRETZKY TOPPS ROOKIE CARD
Investment Overview
·Upon completion of the Series #79GRETZKY Offering, Series #79GRETZKY will purchase a 1979 Topps Wayne Gretzky #18 Rookie Card graded GEM-MT 10 by PSA as the Underlying Asset for Series #79GRETZKY (The “Series 1979 Wayne Gretzky Topps Rookie Card” or the “Underlying Asset” with respect to Series #79GRETZKY, as applicable), the specifications of which are set forth below.
·Wayne Gretzky is often considered the greatest hockey player of all time, debuting in the NHL for the Edmonton Oilers at age 19 and retiring at age 38 having set NHL records for most career points (2,857), most career Hart Trophies (9), most career assists (1,963), and most career goals (894) while being selected for 18 All-Star Games.
·The Topps Company, Inc. was founded as Topps Chewing Gum, Inc. in Brooklyn in 1938 by the four sons of Morris Shorin, Abram, Ira, Joseph, and Phillip. Topps began first printing cards in 1949 and issuing them as ‘freebies’ inside packs of gum.
·The Underlying Asset is a 1979 Topps Wayne Gretzky #18 Rookie Card graded GEM-MT 10 by PSA.
Asset Description
Overview & Authentication
·Wayne Gretzky was born on January 26, 1961 in Brantford, Ontario.
·Gretzky’s nickname, “The Great One,” was given to him when he was just 10-years-old playing youth hockey.
·In Gretzky’s rookie season in the NHL in 1979-80 at the age of 19, he scored 51 goals and notched 86 assists for a total of 137 points, winning the Hart Trophy (given "to the player adjudged to be the most valuable to his team.") and the Lady Byng Trophy (given "to the player adjudged to have exhibited the best type of sportsmanship and gentlemanly conduct combined with a high standard of playing ability.").
·Gretzky was not eligible to win the Calder Trophy (given "to the player selected as the most proficient in his first year of competition in the National Hockey League.") because he had previously played a full season in the World Hockey Association.
·Gretzky won four Stanley Cups in five years with the Oilers, in 1984, 1985, 1987, and 1988.
·Gretzky won eight-straight Hart Trophies from the 1979-80 season to the 1986-87 season, with another in the 1988-89 season.
·Gretzky was inducted into the Hockey Hall of Fame in 1999.
·The Topps Company, Inc. began in its modern iteration in 1938 when Brooklyn entrepreneur Morris Shorin’s four sons — Abram, Ira, Joseph, and Phillip — took the family tobacco business and pivoted toward chewing gum.
·In 1949, Topps placed its first cards in their chewing gum wrappers for free, beginning with 252 Magic Photo Cards featuring current stars as well as classic players like Babe Ruth and Cy Young.
·For the 1954-55 season, Topps released their first ever set of hockey cards with a 60-card set featuring players from the four teams that played their home games in the United States at the time.
·The 1979-80 Topps Hockey card set contains 264 cards with player photos on the front (either posed or from in-game shots), with a team logo in the bottom right, surrounded by a solid-colored banner running up the right side.
·Each card in the 1979-80 Topps Hockey card set includes the team name above the player photo, with the player’s name and position above the team name.
·Each card in the 1979-80 Topps Hockey card set is surrounded by a blue border.
·Each card in the 1979-80 Topps Hockey card set has a design on the reverse sign that resembles a skate, inside of which the player’s statistics and information are presented.
·The Underlying Asset has been issued a grade of GEM-MT 10 by Professional Sports Authenticators (PSA) with certification No. 50024616.
40
Notable Features
·The Underlying Asset is a 1979 Topps Wayne Gretzky #18 Rookie Card graded GEM-MT 10 by PSA.
·The Underlying Asset is 1 of 2 1979 Topps Wayne Gretzky #18 Rookie Card examples graded PSA GEM-MT 10 with none graded higher.
·PSA has graded 7,118 examples of the 1979 Topps Wayne Gretzky #18 Rookie Card, placing the Underlying Asset in the top .028% of all graded examples.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from PSA.
Details
Series 1979 Wayne Gretzky Topps Rookie Card | |
Sport | Hockey |
Professional League | NHL |
Player / Number | Wayne Gretzky / 99 |
Team | Edmonton Oilers |
Year / Season | 1979 |
Memorabilia Type | Trading Card |
Manufacturer | The Topps Company, Inc. |
Rarity | 1 of 2 (PSA 10) |
Number in Set | #18 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1979 Wayne Gretzky Topps Rookie Card going forward.
41
USE OF PROCEEDS – SERIES #84JORDAN
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #84JORDAN Asset Cost (1) | $312,500 | 83.33% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.08% | |
Brokerage Fee | $3,750 | 1.00% | |
Offering Expenses (2) | $2,813 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $5,486 | 1.46% | |
Marketing Materials | $200 | 0.05% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $49,952 | 13.32% | |
Total Fees and Expenses | $62,200 | 16.59% | |
Total Proceeds | $375,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.166 hereto.
42
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/4/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $312,500 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $5,686 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
43
DESCRIPTION OF SERIES 1984 SIGNING DAY JORDAN BULLS JERSEY
Investment Overview
·Upon completion of the Series #84JORDAN Offering, Series #84JORDAN will purchase a Michael Jordan Photo-Matched 1984 Signing Day Chicago Bulls Official NBA Game Jersey as the Underlying Asset for Series #84JORDAN (The “Series 1984 Signing Day Jordan Bulls Jersey” or the “Underlying Asset” with respect to Series #84JORDAN, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·Rod Thorn is a former NBA player and executive who spent seven years as the general manager of the Chicago Bulls, beginning in 1978, and drafted Michael Jordan in 1984.
·The Underlying Asset is a Michael Jordan Photo-Matched 1984 Signing Day Chicago Bulls Official NBA Game Jersey.
Asset Description
Overview & Authentication
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·On September 12, 1984, Jordan signed his contract with the Bulls.
·During his contract signing, Jordan was presented with an official Chicago Bulls home jersey by Bulls General Manager Rod Thorn. Jordan held up the No. 23 jersey at the press conference for photographers.
·In Jordan’s rookie season he played in all 82 games and averaged 28.2 points per game (3rd in the NBA), for which he was awarded Rookie of the Year.
·Over the course of his fifteen-year career, Jordan was named to 14 All Star Teams, 11 All-NBA Teams, and 9 All-Defensive Teams.
·Jordan was a 10-time Scoring Champion, 5-time MVP, 6-time NBA Finals-winner, for all of which he was awarded the NBA Finals MVP. He is a member of the NBA Hall of Fame.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·In “The Last Dance,” Rod Thorn said he would have picked Hakeem Olajuwon instead of Jordan if the Bulls had the first overall pick.
·The Underlying Asset is accompanied by a letter of authenticity from Sports Investors Authentication including a photo match evaluation stating that they “photo matched Jordan holding this exact jersey up right after he signed his contract with the Bulls on September 12, 1984.”
·The Underlying Asset is accompanied by a letter of authenticity from the former archivist for the Chicago Bulls collection of game worn items.
44
Notable Features
·The Underlying Asset is a Michael Jordan Photo-Matched 1984 Signing Day Chicago Bulls Official NBA Game Jersey.
·The Underlying Asset is an official Rawlings brand professional model white mesh pullover game jersey.
·The Underlying Asset features the team name “BULLS” arched across the chest with the player number “23” below to the left side.
·The Underlying Asset features the player name “JORDAN” on the reverse side in red and the number “23” in red with black outline.
·The Underlying Asset contains a Rawlings label on the interior collar.
·The Underlying Asset is size 44.
Notable Defects
·The Underlying Asset’s condition is consistent with its age and use.
Details
Series 1984 Signing Day Jordan Bulls Jersey | |
Sport | Basketball |
Professional League | NBA |
Player/Number | Michael Jordan / 23 |
Team | Chicago Bulls |
Year | 1984 |
Memorabilia Type | Photo-Matched NBA Game Jersey |
Manufacturer | Rawlings |
Model | Chicago Bulls Home Jersey |
Primary Color | White |
Secondary Color | Red |
Size | 44 |
Authentication | Sports Investors Authentication |
Authentication Cont’d | Former Archivist, Chicago Bulls |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1984 Signing Day Jordan Bulls Jersey going forward.
45
USE OF PROCEEDS – SERIES #91JORDAN
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #91JORDAN Asset Cost (1) | $67,200 | 96.00% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.43% | |
Brokerage Fee | $700 | 1.00% | |
Offering Expenses (2) | $525 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $364 | 0.52% | |
Marketing Materials | $200 | 0.29% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $711 | 1.02% | |
Total Fees and Expenses | $2,500 | 3.57% | |
Total Proceeds | $70,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.167 hereto.
46
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/14/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $67,200 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $564 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
47
DESCRIPTION OF SERIES 1991 JORDAN GAME WORN UNIFORM
Investment Overview
·Upon completion of the Series #91JORDAN Offering, Series #91JORDAN will purchase a 1991 Michael Jordan Game Worn Chicago Bulls Home Uniform graded A10 by MEARS as the Underlying Asset for Series #91JORDAN (The “Series 1991 Jordan Game Worn Uniform” or the “Underlying Asset” with respect to Series #91JORDAN, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·During the 1990-91 NBA Season Jordan led the Bulls to their first NBA Championship in franchise history, defeating the Los Angeles Lakers in five games.
·The Underlying Asset is a 1991 Michael Jordan Game Worn Chicago Bulls Home Uniform graded A10 by MEARS.
Asset Description
Overview & Authentication
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·During the 1990-91 NBA season Jordan averaged 31.5 points, 5.5 assists, and 6 rebounds per game, won his fifth-straight scoring title, and led the Bulls to their first ever championship.
·During the 1991-92 NBA season Jordan averaged 30.1 points, 6.1 assists, and 6.4 rebounds per game, won his sixth-straight scoring title, and led the Bulls to their second championship in two seasons.
·Over the course of his fifteen-year career, Jordan was named to 14 All Star Teams, 11 All-NBA Teams, and 9 All-Defensive Teams.
·Jordan was a 10-time Scoring Champion, 5-time MVP, 6-time NBA Finals-winner, for all of which he was awarded the NBA Finals MVP. He is a member of the NBA Hall of Fame.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·The Underlying Asset has been authenticated by Memorabilia Evaluation and Research Services (MEARS) and issued a grade of A10 with certification number 313897.
48
Notable Features
·The Underlying Asset is a 1991 Michael Jordan Game Worn Chicago Bulls Home Uniform graded A10 by MEARS.
·The Underlying Asset has been given an authenticity grade of A10 by MEARS, the highest grade issued by MEARS, which indicates that the item “must be complete, unaltered, all original, and show optimal wear while remaining in the same condition as last worn by player.”
·The Underlying Asset features the team name “BULLS” and player number “23” printed on the jersey chest in red and black.
·The Underlying Asset features the player name “JORDAN” across the jersey back shoulders in red lettering.
·The Underlying Asset features the player number “23” on the jersey back in red and black numerals.
·The Underlying Asset has a Champion size “46” tag sewn on the front left tail of the jersey.
·The Underlying Asset has a Champion size “36” sewn on the back inside waistband of the shorts.
·The Underlying Asset features the player number “23” handwritten on the tag of the shorts in black marker.
·The Underlying Asset contains a small orange stain on the shorts.
Notable Defects
·The Underlying Asset’s condition is consistent with that of a game-used uniform.
Details
Series 1991 Jordan Game Worn Uniform | |
Sport | Basketball |
Professional League | NBA |
Player/Number | Michael Jordan / 23 |
Team | Chicago Bulls |
Year | 1991 |
Memorabilia Type | Game Worn Jersey and Shorts |
Manufacturer | Champion |
Model | Chicago Bulls Home Jersey and Shorts |
Primary Color (Jersey) | White |
Secondary Color (Jersey) | Red |
Size (Jersey) | 46 |
Color (Shorts) | White |
Size (Shorts) | 36 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1991 Jordan Game Worn Uniform going forward.
49
USE OF PROCEEDS – SERIES #92JORDAN
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #92JORDAN Asset Cost (1) | $36,000 | 85.71% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.71% | |
Brokerage Fee | $420 | 1.00% | |
Offering Expenses (2) | $500 | 1.19% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.24% | |
Marketing Materials | $200 | 0.48% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $4,480 | 10.67% | |
Total Fees and Expenses | $5,700 | 13.57% | |
Total Proceeds | $42,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.168 hereto.
50
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/4/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $36,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
51
DESCRIPTION OF SERIES 1992 JORDAN GAME WORN AIR JORDAN VII'S
Investment Overview
·Upon completion of the Series #92JORDAN Offering, Series #92JORDAN will purchase a pair of 1992 Michael Jordan Game Worn and Dual Signed Nike Air Jordan VII's as the Underlying Asset for Series #92JORDAN (The “Series 1992 Jordan Game Worn Air Jordan VII's” or the “Underlying Asset” with respect to Series #92JORDAN, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·Tinker Hatfield is a legendary designer and the current Vice President for Design and Special Projects for Nike, designing the Air Jordan 3 through 15s, and returning to design the Air Jordan XX, XXIII, XXV, and XXIX.
·The Underlying Asset is a pair of 1992 Michael Jordan Game Worn and Dual Signed Nike Air Jordan VII's.
Asset Description
Overview & Authentication
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan was reportedly hesitant to sign with Nike because he disliked their shoes and preferred to play in Converse. The Air Jordan I was Nike’s effort to manufacture a shoe suited to Jordan’s preferences.
·The Air Jordan VII’s, designed by Tinker Hatfield, marked a departure for the Air Jordan brand with a purposeful attempt to distinguish itself from Nike as a whole. This included two “daring omissions by design,” exterior Nike branding, and a visible ‘Air’ window.
·In 1992, Jordan won his second consecutive NBA Finals, and helped lead the USA Olympic “Dream” Team to a gold medal.
·In the fiscal year ending in May 2020, the Jordan Brand generated $3,100,000,000 in sales.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·The Underlying Asset comes accompanied by a Certificate of Authenticity from Heritage Auctions Director of Sports Auctions Chris Ivy.
·The Underlying Asset comes accompanied by a Letter of Provenance from Rick Lindstrom, a Miami Heat ball boy from 1990-1995, that attests that the Underlying Asset was given directly to Lindstrom by Michael Jordan after the December 30, 1992 game against the Heat.
·The Underlying Asset comes accompanied by a Letter of Opinion from Memorabilia Evaluation and Research Services (MEARS) with a grade of authentic and certification No. 317389.
Notable Features
·The Underlying Asset is a pair of 1992 Michael Jordan Game Worn and Dual Signed Nike Air Jordan VII's.
·The Underlying Asset was worn by Michael Jordan during the December 30, 1992 NBA game against the Miami Heat in which he scored 39 points, and gathered 6 rebounds and 8 assists.
52
·The Underlying Asset was given to Rick Lindstrom by Jordan after Lindstrom overheard Jordan inform his PR rep that he needed additional tickets to the game for personal guests. Lindstrom offered Jordan his father’s tickets, and Jordan thanked him and asked what he could do for him. Lindstrom responded by asking if he could have his shoes from that game.
·The Underlying Asset is autographed by Michael Jordan on the outside heel of both shoes.
·The Underlying Asset is a custom sneaker made specifically for Jordan with premium materials that differ slightly from the public release version.
·The Underlying Asset includes memory foam thick cushion sole inserts, customized for Jordan, which are usually removed from game worn sneakers.
·The Underlying Asset features a gold embroidered Jumpman logo and gold heel tabs.
·The Underlying Asset features premium tumbled white leather uppers, cardinal red and black accents.
Notable Defects
·The Underlying Asset’s condition is consistent with that of game-used shoes.
Details
Series 1992 Jordan Game Worn Air Jordan VII's | |
Sport | Basketball |
Professional League | NBA |
Player/Number | Michael Jordan / 23 |
Team | Chicago Bulls |
Year | 1992 |
Memorabilia Type | Game Worn Sneakers |
Game Date | December 30 |
Manufacturer | Nike |
Model | Air Jordan VII |
Primary Color | White |
Secondary Color | Black |
Size | 13 |
Signature (Left) | “Michael Jordan” |
Signature (Right) | “Michael Jordan” |
Provenance | |
Authentication | MEARS |
Grade | Authentic |
Certification No. | 317389 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1992 Jordan Game Worn Air Jordan VII's going forward.
53
USE OF PROCEEDS – SERIES #94JORDAN
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #94JORDAN Asset Cost (1) | $73,200 | 86.12% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.35% | |
Brokerage Fee | $850 | 1.00% | |
Offering Expenses (2) | $638 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $397 | 0.47% | |
Marketing Materials | $200 | 0.24% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $9,416 | 11.08% | |
Total Fees and Expenses | $11,500 | 13.53% | |
Total Proceeds | $85,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.169 hereto.
54
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/14/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $73,200 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $597 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
55
DESCRIPTION OF SERIES 1994 JORDAN GAME WORN BASEBALL CLEATS
Investment Overview
·Upon completion of the Series #94JORDAN Offering, Series #94JORDAN will purchase a pair of 1994 Michael Jordan Game Worn, Signed and Photo-Matched Air Jordan Baseball Cleats as the Underlying Asset for Series #94JORDAN (The “Series 1994 Jordan Game Worn Baseball Cleats” or the “Underlying Asset” with respect to Series #94JORDAN, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·In 1994, after the death of his father, Jordan joined the Chicago White Sox AA Affiliate, the Birmingham Barons. During his single season in baseball, Jordan batted .202 with 30 steals as an outfielder for the Barons.
·George Koehler was a long-time friend of Jordan’s who began chauffeuring him around in 1984, and eventually became his “personal assistant,” “gofer,” and Jordan’s “best friend in Chicago.”
·The Underlying Asset is a pair of 1994 Michael Jordan Game Worn, Signed and Photo-Matched Air Jordan Baseball Cleats.
Asset Description
Overview & Authentication
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan spent 21 months away from the NBA from 1993-95 pursuing professional baseball.
·Jerry Reinsdorf was both the owner of the Chicago Bulls and Chicago White Sox.
·The Barons were coached by Terry Francona, who would go on to become famous for coaching the Red Sox to their first World Series since 1918 in 2004.
·Francona said he believed that if Jordan had another 1,000 at-bats in the minor leagues he would have been able to make it to the MLB.
·On March 19, 1995, Jordan released a written statement announcing his return to the NBA, saying simply “I’m back.”
·1995-96 marked his first full season back in the NBA, and Jordan played 82 games, scoring 30.4 points per game and recording 4.3 assists and 6.6 rebounds per game.
·During the 1995-96 playoffs, Jordan averaged 30.7 points, 4.1 assists, and 4.9 rebounds.
·Jordan and the Chicago Bulls won the 1995-96 NBA Championship against the Seattle Supersonics in 6 games, the first of the Bulls second “three-peat” of the 1990s.
·Over the course of his fifteen-year career, Jordan was named to 14 All Star Teams, 11 All-NBA Teams, and 9 All-Defensive Teams.
·Jordan was a 10-time Scoring Champion, 5-time MVP, 6-time NBA Finals-winner, for all of which he was awarded the NBA Finals MVP. He is a member of the NBA Hall of Fame.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan was reportedly hesitant to sign with Nike because he disliked their shoes and preferred to play in Converse. The Air Jordan I was Nike’s effort to manufacture a shoe suited to Jordan’s preferences.
·In the fiscal year ending in May 2020, the Jordan Brand generated $3,100,000,000 in sales.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
56
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·In “The Last Dance” George Koehler is depicted in multiple scenes and titled as Jordan’s “personal assistant and best friend,” a title which was insisted upon by Jordan for the documentary.
·The Underlying Asset comes accompanied by a Letter of Authenticity from George Koehler, who claims that the cleats come directly from his personal collection and were given to him by Michael Jordan.
·The Underlying Asset comes accompanied by a Letter of Authenticity from Sports Investors Authentication and the certification No. 201105M4.
·The Underlying Asset comes accompanied by a Letter of Authenticity from J.T. Sports with the grade Authentic and the certification Nos. 1254 and 1255.
·The Underlying Asset comes accompanied by a Letter of Authenticity from Beckett Grading Services (BGS) certifying the authenticity of Jordan’s signature.
Notable Features
·The Underlying Asset is a pair of 1994 Michael Jordan Game Worn, Signed and Photo-Matched Air Jordan Baseball Cleats.
·The Underlying Asset is all black with dirt and white chalk marks present.
·The Underlying Asset has been photo-matched to the August 1, 1994 game by Sports Investors Authentication.
·The Underlying Asset is a size 13.5 and has white undersoles white hard-rubber molded spikes.
·The Underlying Asset has the player number “45” on the heels embroidered in white with the Nike Airman logo above.
·The Underlying Asset is high-top style and has white borders around the tops of the ankles.
·The Underlying Asset features white laces.
·The Underlying Asset features a signature from Jordan in silver marker on the outside of the right cleat beneath the ankle.
Notable Defects
·The Underlying Asset’s condition is consistent with lightly worn game-used cleats.
57
Details
Series 1994 Jordan Game Worn Baseball Cleats | |
Sport | Baseball |
Professional League | Southern League AA |
Player/Number | Michael Jordan / 45 |
Team | Birmingham Barons |
Year | 1994 |
Memorabilia Type | Game Worn Cleats |
Manufacturer | Nike |
Model | Air Jordan Cleats |
Primary Color | Black |
Secondary Color | White |
Size | 13.5 |
Signature | “Michael Jordan” |
Provenance | George Koehler |
Authentication | George Koehler |
Grade | Authentic |
Authentication | Sports Investors Authentication |
Grade | Authentic |
Certification No. (Sports Investors Authentication) | 201105M4 |
Authentication | J.T. Sports |
Grade | Authentic |
Certification Nos. (J.T. Sports) | 1254 and 1255 |
Authentication | BGS |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1994 Jordan Game Worn Baseball Cleats going forward.
58
USE OF PROCEEDS – SERIES #96JORDAN
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #96JORDAN Asset Cost (1) | $42,000 | 87.50% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.63% | |
Brokerage Fee | $480 | 1.00% | |
Offering Expenses (2) | $500 | 1.04% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.21% | |
Marketing Materials | $200 | 0.42% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $4,420 | 9.21% | |
Total Fees and Expenses | $5,700 | 11.88% | |
Total Proceeds | $48,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.170 hereto.
59
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/4/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $42,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
60
DESCRIPTION OF SERIES 1996 JORDAN GAME WORN AIR JORDAN 11 "CONCORD"
Investment Overview
·Upon completion of the Series #96JORDAN Offering, Series #96JORDAN will purchase a pair of 1996 Michael Jordan Game Worn and Dual Signed ‘Player Sample’ Air Jordan 11 “Concord” as the Underlying Asset for Series #96JORDAN (The “Series 1996 Jordan Game Worn Air Jordan 11 "Concord"” or the “Underlying Asset” with respect to Series #96JORDAN, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·Tinker Hatfield is a legendary designer and the current Vice President for Design and Special Projects for Nike, designing the Air Jordan 3 through 15s, and returning to design the Air Jordan XX, XXIII, XXV, and XXIX.
·The Underlying Asset is a pair of 1996 Michael Jordan Game Worn and Dual Signed ‘Player Sample’ Air Jordan 11 “Concord.”
Asset Description
Overview & Authentication
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan spent 21 months away from the NBA from 1993-95 pursuing professional baseball.
·On March 19, 1995, Jordan released a written statement announcing his return to the NBA, saying simply “I’m back.”
·1995-96 marked his first full season back in the NBA, and Jordan played 82 games, scoring 30.4 points per game and recording 4.3 assists and 6.6 rebounds per game.
·During the 1995-96 playoffs, Jordan averaged 30.7 points, 4.1 assists, and 4.9 rebounds.
·Jordan and the Chicago Bulls won the 1995-96 NBA Championship against the Seattle Supersonics in 6 games, the first of the Bulls second “three-peat” of the 1990s.
·Over the course of his fifteen-year career, Jordan was named to 14 All Star Teams, 11 All-NBA Teams, and 9 All-Defensive Teams.
·Jordan was a 10-time Scoring Champion, 5-time MVP, 6-time NBA Finals-winner, for all of which he was awarded the NBA Finals MVP. He is a member of the NBA Hall of Fame.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan was reportedly hesitant to sign with Nike because he disliked their shoes and preferred to play in Converse. The Air Jordan I was Nike’s effort to manufacture a shoe suited to Jordan’s preferences.
·The Air Jordan 11 sneakers were designed by Tinker Hatfield, who continued to work on the shoe’s design despite Jordan’s supposed retirement from the NBA.
·The Air Jordan 11 sneakers contained many innovations, including the use of a full-length carbon fiber plate, which Hatfield included after noticing that basketball shoes were too flexible and caused an issue for larger athletes.
·The Air Jordan 11 sneakers have an “iconic shine” which comes from a request from Jordan, who had wanted a shiny basketball shoe.
·The Air Jordan 11 “Concord” white and black colorway was the first colorway of the Air Jordan 11 and has been known to be worn by celebrities along with a suit.
61
·In April 2020, GQ ranked the Air Jordan 11 sneakers as the third greatest Air Jordan model in history.
·In 2018, Sole Collector called the Air Jordan 11 “Arguably the most popular Air Jordan style of all-time.”
·In the fiscal year ending in May 2020, the Jordan Brand generated $3,100,000,000 in sales.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·The Underlying Asset comes accompanied by a letter from Michelle Samuels-Swinton, asserting that she was given the Underlying Asset after an NBA game at Madison Square Garden in 1996.
·The Underlying Asset has been authenticated by Memorabilia Evolution and Research Services (MEARS) and issued a grade of Authentic with certification No. 317308.
Notable Features
·The Underlying Asset is 1996 Michael Jordan Game Worn and Dual Signed ‘Player Sample’ Air Jordan 11 “Concord.”
·The Underlying Asset was worn by Michael Jordan in an NBA game against the Knicks at Madison Square Garden in 1996.
·The Underlying Asset was given to Michelle Samuels-Swinton. She was attending the game with an old boyfriend, who worked in the locker room and knew Jordan personally. After the game Jordan gave the Underlying Asset to Swinton, who later took a photo with Jordan.
Notable Defects
·The Underlying Asset’s condition is consistent with that of game-used shoes.
62
Details
Series 1996 Jordan Game Worn Air Jordan 11 "Concord" | |
Sport | Basketball |
Professional League | NBA |
Player/Number | Michael Jordan / 23 |
Team | Chicago Bulls |
Year | 1996 |
Memorabilia Type | Game Worn Sneakers |
Manufacturer | Nike |
Model | Air Jordan 11 “Concord” |
Primary Color | White |
Secondary Color | Black |
Size | 13.5 |
Signature | “Michael Jordan” |
Provenance | Michelle Samuels-Swinton |
Authentication | MEARS |
Grade | Authentic |
Certification No. | 317308 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1996 Jordan Game Worn Air Jordan 11 "Concord" going forward.
63
USE OF PROCEEDS – SERIES #96JORDAN2
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #96JORDAN2 Asset Cost (1) | $47,880 | 88.67% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.56% | |
Brokerage Fee | $540 | 1.00% | |
Offering Expenses (2) | $500 | 0.93% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.19% | |
Marketing Materials | $200 | 0.37% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $4,480 | 8.30% | |
Total Fees and Expenses | $5,820 | 10.78% | |
Total Proceeds | $54,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.171 hereto.
64
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/7/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $47,880 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
65
DESCRIPTION OF SERIES 1996 JORDAN PLAYOFF WORN AIR JORDAN 11’S
Investment Overview
·Upon completion of the Series #96JORDAN2 Offering, Series #96JORDAN2 will purchase a pair of Michael Jordan Playoff Worn and Dual Signed ‘Player Sample’ Air Jordan 11’s as the Underlying Asset for Series #96JORDAN2 (The “Series 1996 Jordan Playoff Worn Air Jordan 11’s” or the “Underlying Asset” with respect to Series #96JORDAN2, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·Tinker Hatfield is a legendary designer and the current Vice President for Design and Special Projects for Nike, designing the Air Jordan 3 through 15s, and returning to design the Air Jordan XX, XXIII, XXV, and XXIX.
·The Underlying Asset is a pair of Michael Jordan Playoff Worn and Dual Signed ‘Player Sample’ Air Jordan 11’s.
Asset Description
Overview & Authentication
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan spent 21 months away from the NBA from 1993-95 pursuing professional baseball.
·On March 19, 1995, Jordan released a written statement announcing his return to the NBA, saying simply “I’m back.”
·1995-96 marked his first full season back in the NBA, and Jordan played 82 games, scoring 30.4 points per game and recording 4.3 assists and 6.6 rebounds per game.
·During the 1995-96 playoffs, Jordan averaged 30.7 points, 4.1 assists, and 4.9 rebounds.
·Jordan and the Chicago Bulls won the 1995-96 NBA Championship against the Seattle Supersonics in 6 games, the first of the Bulls second “three-peat” of the 1990s.
·Over the course of his fifteen-year career, Jordan was named to 14 All Star Teams, 11 All-NBA Teams, and 9 All-Defensive Teams.
·Jordan was a 10-time Scoring Champion, 5-time MVP, 6-time NBA Finals-winner, for all of which he was awarded the NBA Finals MVP. He is a member of the NBA Hall of Fame.
·In 1984 Michael Jordan partnered with Nike to launch the Jordan Brand. Jordan wore the first iteration of Nike shoes made under his eponymous brand during his rookie season, the Air Jordan I.
·Jordan was reportedly hesitant to sign with Nike because he disliked their shoes and preferred to play in Converse. The Air Jordan I was Nike’s effort to manufacture a shoe suited to Jordan’s preferences.
·The Air Jordan 11 sneakers were designed by Tinker Hatfield, who continued to work on the shoe’s design despite Jordan’s supposed retirement from the NBA.
·The Air Jordan 11 sneakers contained many innovations, including the use of a full-length carbon fiber plate, which Hatfield included after noticing that basketball shoes were too flexible and caused an issue for larger athletes.
·The Air Jordan 11 sneakers have an “iconic shine” which comes from a request from Jordan, who had wanted a shiny basketball shoe.
·The classic Air Jordan 11 black and red colorway is known as “Bred.”
·In April 2020, GQ ranked the Air Jordan 11 sneakers as the third greatest Air Jordan model in history.
66
·In 2018, Sole Collector called the Air Jordan 11 “Arguably the most popular Air Jordan style of all-time.”
·In the fiscal year ending in May 2020, the Jordan Brand generated $3,100,000,000 in sales.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·The Underlying Asset comes accompanied by a Letter of Authenticity from PSA/DNA, which means the Underlying Asset was autographed in the presence of a PSA/DNA representative, and tagged with permanent, invisible, synthetic DNA-laced ink which is used to permanently identify items.
·The Underlying Asset has been authenticated by Memorabilia Evolution and Research Services (MEARS) and issued a grade of Authentic.
Notable Features
·The Underlying Asset is Michael Jordan Playoff Worn and Dual Signed ‘Player Sample’ Air Jordan 11’s.
·The Underlying Asset was worn by Michael Jordan during the 1995-96 NBA Playoffs.
·The Underlying Asset exhibits solid moderate game wear.
·The Underlying Asset exhibits naturally occurring ankle and toe creasing.
·The Underlying Asset contains a light coating of court dust on the soles.
·The Underlying Asset is made up of rubber, leather, and cotton.
·Both sneakers are inscribed “Best Wishes, Michael Jordan.”
Notable Defects
·The Underlying Asset’s condition is consistent with that of game-used shoes.
67
Details
Series 1996 Jordan Playoff Worn Air Jordan 11’s | |
Sport | Basketball |
Professional League | NBA |
Player/Number | Michael Jordan / 23 |
Team | Chicago Bulls |
Year | 1996 |
Memorabilia Type | Playoff Worn Sneakers |
Manufacturer | Nike |
Model | Air Jordan 11 ‘Bred’ |
Primary Color | Black |
Secondary Color | Red |
Size | 13.5 |
Signature (Left) | “Michael Jordan” |
Inscription (Left) | “Best Wishes,” |
Signature (Right) | “Michael Jordan” |
Inscription (Right) | “Best Wishes,” |
Authentication | MEARS |
Grade | Authentic |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1996 Jordan Playoff Worn Air Jordan 11’s going forward.
68
USE OF PROCEEDS – SERIES #03JORDAN2
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #03JORDAN2 Asset Cost (1) | $36,000 | 85.71% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.71% | |
Brokerage Fee | $420 | 1.00% | |
Offering Expenses (2) | $500 | 1.19% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $195 | 0.46% | |
Marketing Materials | $200 | 0.48% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $4,385 | 10.44% | |
Total Fees and Expenses | $5,700 | 13.57% | |
Total Proceeds | $42,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.172 hereto.
69
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/14/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $36,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $395 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
70
DESCRIPTION OF SERIES 2003-04 JORDAN EXQUISITE PATCH CARD
Investment Overview
·Upon completion of the Series #03JORDAN2 Offering, Series #03JORDAN2 will purchase a 2003-04 UD Exquisite Quad Patch #MJ Michael Jordan Game Used Patch Card graded NM-MT+ 8.5 by BGS as the Underlying Asset for Series #03JORDAN2 (The “Series 2003-04 Jordan Exquisite Patch Card” or the “Underlying Asset” with respect to Series #03JORDAN2, as applicable), the specifications of which are set forth below.
·Michael Jordan debuted with the Bulls in the 1984-1985 season and played with the team until the end of the 1993-1994 NBA season, during which time he led the Bulls to three NBA Championships. Jordan then retired from basketball to play Minor League Baseball. He then came out of retirement and returned to the Bulls from 1995 – 1998, leading the team to another three additional NBA Championships, before retiring for the second time. He came out of retirement again and played for the Washington Wizards from 2001 to 2003, ending his NBA career.
·The Upper Deck Company, LLC., is a private company founded in 1988 that specializes in the production of trading cards.
·The Underlying Asset is a 2003-04 UD Exquisite Quad Patch #MJ Michael Jordan Game Used Patch Card graded NM-MT+ 8.5 by BGS.
Asset Description
Overview & Authentication
·In 1990, The Upper Deck Company, LLC. became the first trading card company to include autographed insert cards in their trading card sets.
·In 1996, The Upper Deck Company, LLC. became the first trading card company to include game-used jersey swatches embedded in trading cards.
·The Upper Deck Company, LLC. introduced the “Exquisite Collection” ahead of the 2003-04 NBA season. The product cost as much per box (5 cards) as an entire case (342 cards) of regular UD cards. At a suggested retail price of $500, each Exquisite Collection box consisted of a single 5-card pack that was housed in an engraved wooden box.
·The 2003-04 Exquisite Collection base set consists of 78 base cards, all numbered to 225 or less.
·The 2003-04 Exquisite Collection offered multiple limited run parallel issues, including the Exquisite Quad Patch set (E4P), serial numbered to three.
·Michael Jordan was born on February 17, 1963 in Brooklyn, New York.
·Jordan was drafted third overall in the first round of the 1984 NBA Draft by the Chicago Bulls and made his NBA Debut on October 26, 1984.
·Over the course of his fifteen-year career, Jordan was named to 14 All Star Teams, 11 All-NBA Teams, and 9 All-Defensive Teams.
·Jordan was a 10-time Scoring Champion, 5-time MVP, 6-time NBA Finals-winner, for all of which he was awarded the NBA Finals MVP. He is a member of the NBA Hall of Fame.
·In the fiscal year ending in May 2020, the Jordan Brand generated $3,100,000,000 in sales.
·Jordan is the highest paid athlete of all time as of 2017, with $1,500,000,000 in lifetime earnings, most of which he earned through endorsements deals.
·In 2020, “The Last Dance,” a miniseries co-produced by ESPN Films and Netflix, was released. The documentary series revolved around the career of Michael Jordan, with an emphasis on his legendary competitiveness and one-of-a-kind firebrand leadership style.
·The Underlying Asset has been issued a grade of NM-MT+ 8.5 by Beckett Grading Services (BGS) with certification No. 0012216296.
71
Notable Features
·The Underlying Asset is a 2003-04 UD Exquisite Quad Patch #MJ Michael Jordan Game Used Patch Card graded NM-MT+ 8.5 by BGS.
·The Underlying Asset’s BGS Condition Report consists of the following grades: Centering: 9.5, Corners: 8, Edges: 8.5, Surface: 9.5.
·The Underlying Asset is embedded with four Chicago Bulls multi-colored, Michael Jordan game-worn jersey swatches.
·The Underlying Asset is 1 of 2 2003-04 UD Exquisite Quad Patch #MJ Michael Jordan Game Used Patch Cards graded 8.5 by BGS, with no examples graded higher.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from BGS.
Details
Series 2003-04 Jordan Exquisite Patch Card | |
Sport | Basketball |
Professional League | NBA |
Player / Number | Michael Jordan / 23 |
Team | Chicago Bulls |
Year / Season | 2004 |
Memorabilia Type | Trading Card |
Manufacturer | The Upper Deck, LLC. |
Rarity | 1 of 2 (BGS 8.5) |
Number in Set | #1 |
Authentication | Beckett Grading Services (BGS) |
Grade | 8.5 |
Grade (Centering) | 9.5 |
Grade (Corners) | 8.0 |
Grade (Edges) | 8.5 |
Grade (Surface) | 9.5 |
Certification No. | 0012216296 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2003-04 Jordan Exquisite Patch Card going forward.
72
USE OF PROCEEDS – SERIES #03LEBRON3
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #03LEBRON3 Asset Cost (1) | $204,000 | 88.70% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.13% | |
Brokerage Fee | $2,300 | 1.00% | |
Offering Expenses (2) | $1,725 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $364 | 0.16% | |
Marketing Materials | $200 | 0.09% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $21,111 | 9.18% | |
Total Fees and Expenses | $25,700 | 11.17% | |
Total Proceeds | $230,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.173 hereto.
73
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/10/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $204,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $564 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
74
DESCRIPTION OF SERIES 2003-04 SP AUTHENTIC LEBRON AUTOGRAPH ROOKIE CARD
Investment Overview
·Upon completion of the Series #03LEBRON3 Offering, Series #03LEBRON3 will purchase a 2003-04 SP Authentic #148 LeBron James Autographed Rookie Card graded PRISTINE 10 by BGS as the Underlying Asset for Series #03LEBRON3 (The “Series 2003-04 SP Authentic LeBron Autograph Rookie Card” or the “Underlying Asset” with respect to Series #03LEBRON3, as applicable), the specifications of which are set forth below.
·LeBron James is a professional basketball player who has won four NBA championships, four NBA Most Valuable Player Awards (MVP), four Finals MVP awards, two Olympic gold medals, and is widely considered to be one of the greatest players in NBA history. LeBron joined the Cleveland Cavaliers in 2003 as the first overall draft pick and was named the 2003-04 NBA Rookie of the Year.
·The Upper Deck Company, LLC., is a private company founded in 1988 that specializes in the production of trading cards. Upper Deck has issued SP Authentic cards in football, baseball, hockey, and other sports beginning in 1993.
·The Underlying Asset is a 2003-04 SP Authentic #148 LeBron James Autographed Rookie Card graded PRISTINE 10 by BGS.
Asset Description
Overview & Authentication
·LeBron James was born on December 30, 1984 in Akron, Ohio.
·LeBron James was selected by his hometown team, the Cleveland Cavaliers, as the first overall pick of the 2003 NBA Draft. In his first regular season game, at 19 years old, James scored 25 points against Sacramento.
·During James’ rookie season, he averaged 20.9 points, 5.5 rebounds, and 5.9 assists per game. He started 79 games and averaged 39.5 minutes played on his way to winning the Rookie of the Year Award.
·As of December, 2020 LeBron James sits third on the NBA all-time scoring list with 34,241 points. Ahead of him are only Kareem Abdul-Jabbar and Karl Malone, and he has already surpassed the likes of Michael Jordan, Kobe Bryant, Wilt Chamberlain, and Shaquille O’Neal.
·As of December, 2020 LeBron James sits eighth on the NBA all-time assists list with 9,346, ahead of players like Gary Payton and Isiah Thomas.
·In 1990, The Upper Deck Company, LLC. became the first trading card company to include autographed insert cards in their trading card sets.
·In 1993, Upper Deck introduced a new line of products called Upper Deck SP. SP cards have been known to include valuable rookie cards in multiple sports, with low serial numbers in smaller packs and larger price tags.
·The Underlying Asset has been authenticated by Beckett Grading Services (BGS) and issued a grade of BGS PRISTINE 10 with certification No. 0004108791.
Notable Features
·The Underlying Asset is a 2003-04 SP Authentic #148 LeBron James Autographed Rookie Card graded PRISTINE 10 by BGS.
·The Underlying Asset’s BGS Condition Report consists of the following grades: Centering: 10, Corners: 10, Edges: 10, Surface: 9.5.
·The Underlying Asset is 1 of 1 2003-04 SP Authentic #148 LeBron James Autographed Rookie Cards graded BGS 10 with none graded higher.
·The Underlying Asset features a signature from LeBron James, which received a grade of 10 from BGS.
·BGS has graded a total of 307 examples of the 2003-04 SP Authentic #148 LeBron James Autographed Rookie Card.
75
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from BGS.
Details
Series 2003-04 SP Authentic LeBron Autograph Rookie Card | |
Sport | Basketball |
Professional League | NBA |
Player | LeBron James |
Year / Season | 2003-04 |
Memorabilia Type | Trading Card |
Manufacturer | The Upper Deck Company, LLC. |
Issue | SP AUTHENTIC |
Variant | Autographed Rookie card |
Rarity | 1 of 1 (BGS 10) |
Number in Set | #148 |
Signature | “LeBron James” |
Authentication | Beckett Grading Services (BGS) |
Grade (Card) | PRISTINE 10 |
Grade (Centering) | 10 |
Grade (Edges) | 10 |
Grade (Corners) | 10 |
Grade (Surface) | 9.5 |
Grade (Autograph) | 10 |
Certification No. | 0004108791 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2003-04 SP Authentic LeBron Autograph Rookie Card going forward.
76
USE OF PROCEEDS – SERIES #09CURRY
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #09CURRY Asset Cost (1) | $22,800 | 91.20% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 1.20% | |
Brokerage Fee | $250 | 1.00% | |
Offering Expenses (2) | $500 | 2.00% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $124 | 0.49% | |
Marketing Materials | $200 | 0.80% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $826 | 3.31% | |
Total Fees and Expenses | $1,900 | 7.60% | |
Total Proceeds | $25,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.174 hereto.
77
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/14/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $22,800 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $324 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
78
DESCRIPTION OF SERIES 2009-10 CURRY EXQUISITE ROOKIE AUTOGRAPH CARD
Investment Overview
·Upon completion of the Series #09CURRY Offering, Series #09CURRY will purchase a 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Card graded GEM MINT 9.5 by BGS as the Underlying Asset for Series #09CURRY (The “Series 2009-10 Curry Exquisite Rookie Autograph Card” or the “Underlying Asset” with respect to Series #09CURRY, as applicable), the specifications of which are set forth below.
·Stephen Curry debuted with the Golden State Warriors in the 2009-10 season and has played all 11 seasons of his ongoing career with the team, over which time he has won two MVP awards and three NBA Championships.
·The Upper Deck Company, LLC., is a private company founded in 1988 that specializes in the production of trading cards.
·The Underlying Asset is a 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Card graded GEM MINT 9.5 by BGS.
Asset Description
Overview & Authentication
·Stephen Curry was born on March 14, 1998 in Akron, Ohio. His father, Dell Curry, is a former professional basketball player.
·During the 2009-10 season, Curry’s rookie year, he averaged 17.5 points, 5.9 assists, and 4.5 rebounds per game, and was named to the All-Rookie First Team.
·Curry has been selected to six NBA All-Star Games, was awarded consecutive MVP Awards for the 2014-15 and 2015-16 seasons, and as of December 2020 is third on the all-time 3-point Field Goal list (first among active players).
·In June 2020, CBS Sports named Stephen Curry the Top Shooter in NBA History, writing “This is not even a debate.”
·Curry was a part of a Warriors dynasty that included three championships and a record-setting 73-9 2015-16 regular season.
·In 1990, The Upper Deck Company, LLC. became the first trading card company to include autographed insert cards in their trading card sets.
·In 1996, The Upper Deck Company, LLC. became the first trading card company to include game-used jersey swatches embedded in trading cards.
·The Upper Deck Company, LLC. introduced the “Exquisite Collection” ahead of the 2003-04 NBA season. The product cost as much per box (5 cards) as an entire case (342 cards) of regular UD cards. At a suggested retail price of $500, each Exquisite Collection box consisted of a single 5-card pack that was housed in an engraved wooden box.
·The 2009-10 Exquisite Collection includes 42 regular cards numbered to 199, 37 Exquisite Rookie Cards numbered to 225, and 18 Exquisite Rookie Auto Patch Flashback Cards numbered to 25.
·The Underlying Asset has been issued a grade of GEM MINT 9.5 by Beckett Grading Services (BGS) with certification No. 0012249799.
79
Notable Features
·The Underlying Asset is a 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Card graded GEM MINT 9.5 by BGS.
·The Underlying Asset’s BGS Condition Report consists of the following grades: Centering: 9.5, Corners: 9.5, Edges: 9.5, Surface: 9.5.
·The Underlying Asset is 1 of 33 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Cards graded BGS 9.5 with none graded higher.
·The Underlying Asset features an autograph from Stephen Curry, which received a perfect grade of 10 from BGS.
·There have been 159 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Cards graded by BGS.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from BGS.
Details
Series 2009-10 Curry Exquisite Rookie Autograph Card | |
Sport | Basketball |
Professional League | NBA |
Player / Number | Stephen Curry / 30 |
Team | Golden State Warriors |
Year / Season | 2009-10 |
Memorabilia Type | Trading Card |
Manufacturer | The Upper Deck, LLC. |
Rarity | 1 of 33 (BGS 9.5) |
Number in Set | #64 |
Signature | “Stephen Curry” |
Authentication | Beckett Grading Services (BGS) |
Grade | 9.5 |
Grade (Centering) | 9.5 |
Grade (Corners) | 9.5 |
Grade (Edges) | 9.5 |
Grade (Surface) | 9.5 |
Grade (Autograph) | 10 |
Certification No. | 0012249799 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2009-10 Curry Exquisite Rookie Autograph Card going forward.
80
USE OF PROCEEDS – SERIES #14KOBE
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #14KOBE Asset Cost (1) | $69,300 | 88.85% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.38% | |
Brokerage Fee | $780 | 1.00% | |
Offering Expenses (2) | $585 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $585 | 0.75% | |
Marketing Materials | $200 | 0.26% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $6,250 | 8.01% | |
Total Fees and Expenses | $8,400 | 10.77% | |
Total Proceeds | $78,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.175 hereto.
81
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/10/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $69,300 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $785 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
82
DESCRIPTION OF SERIES 2014 KOBE GAME WORN JERSEY
Investment Overview
·Upon completion of the Series #14KOBE Offering, Series #14KOBE will purchase a 2014 Kobe Bryant Game Worn and Signed Lakers Jersey as the Underlying Asset for Series #14KOBE (The “Series 2014 Kobe Game Worn Jersey” or the “Underlying Asset” with respect to Series #14KOBE, as applicable), the specifications of which are set forth below.
·Kobe Bryant was a professional basketball player who won five NBA championships, an NBA Most Valuable Player (MVP) award, two NBA Finals MVP awards, and two Olympic gold medals.
·The rivalry between the Los Angeles Lakers and the Boston Celtics is one of the most historic in sports, with the two teams tied for the most NBA Championships for a single franchise in history at 17 each.
·The Underlying Asset is a 2014 Kobe Bryant Game Worn and Signed Lakers Jersey.
Asset Description
Overview & Authentication
·Kobe Bryant was born on August 23, 1978 in Philadelphia, Pennsylvania.
·Kobe Bryant was drafted 13th overall in the first round of the 1996 NBA Draft by the Charlotte Hornets and was immediately traded to the Los Angeles Lakers.
·Bryant made his NBA Debut November 3, 1996. Over his 20-year career he was named to 18 All-Star Teams, 15 All-NBA Teams, and 12 All-Defensive Teams. He was a 2-time Scoring Champion, 1-time MVP, and the winner of 5 NBA Finals, as well as 2-time NBA Finals MVP. He is a member of the NBA Hall of Fame.
·During the 2014-15 season, Bryant averaged 22.3 points, 5.6 assists, and 5.7 rebounds per game.
·Bryant was one of the most iconic faces of the NBA for the length of his career, playing in Los Angeles for the Lakers, one of the NBA’s most storied franchises.
·After Bryant retired in 2016, he launched a successful writing career, penning his autobiography and opening a multimedia content company to publish a children’s fantasy book series. In addition, he won an Oscar for “Dear Basketball.”
·Bryant’s life ended tragically during a 2020 helicopter crash which also took the lives of his daughter Gianna and seven other passengers en route to the Mamba Sports Academy in Thousand Oaks, California.
·The New York Times’ Marc Stein wrote that Bryant left behind a ‘Brilliant and Complicated Legacy’.
·The Underlying Asset is accompanied by a Certification of Authenticity from Panini certifying the signature.
·The Underlying Asset is accompanied by a letter of authenticity from MeiGray Group for photo-matching and game-use with certification No. LLA02786.
Notable Features
·The Underlying Asset is a 2014 Kobe Bryant Game Worn and Signed Lakers Jersey.
·The Underlying Asset was worn by Kobe Bryant during a game against the Boston Celtics on December 5, 2014 at TD Garden in Boston in which he scored 22 points in a 113-96 loss.
·The Underlying Asset displays the team name “LAKERS” across the upper chest of the yellow mesh jersey in purple lettering, with the player number “24” below in white mesh purple stitching on yellow tackle twill.
·The Underlying Asset contains purple and white striping on the sides of the jersey.
·The Underlying Asset contains purple trimming along the collar and arm openings of the jersey.
·The Underlying Asset contains the numbered NBA label on the lower left front tail adjacent to the size 4XL Adidas label on which the date “12-5-14” has been handwritten in black marker.
·The Underlying Asset has a 4XL4 hang tag sewn into the collar of the jersey along with a white strip tag printed with “05/14 F96233 AZB 012.”
83
·The Underlying Asset features the player name “BRYANT” on the back of the jersey in purple and white tackle twill above the player number “24” sewn in white mesh with. purple stitching on yellow tackle twill.
·The Underlying Asset features the inscription “12-5-14 vs Celtics 22 Pts” on the front of the jersey in black marker.
Notable Defects
·The Underlying Asset’s condition is consistent with that of a game-used jersey.
Details
Series 2014 Kobe Game Worn Jersey | |
Sport | Basketball |
Professional League | NBA |
Player/Number | Kobe Bryant / 24 |
Team | Los Angeles Lakers |
Year | 2014 |
Memorabilia Type | Photo-Matched NBA Game Jersey |
Manufacturer | Adidas |
Model | Los Angeles Lakers Jersey |
Primary Color | Yellow |
Secondary Color | Purple |
Size | 4XL |
Authentication | MeiGray and Panini |
Grade | Photo Matched |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2014 Kobe Game Worn Jersey going forward.
84
USE OF PROCEEDS – SERIES #14CARR
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #14CARR Asset Cost (1) | $16,600 | 83.00% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 1.50% | |
Brokerage Fee | $200 | 1.00% | |
Offering Expenses (2) | $500 | 2.50% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.50% | |
Marketing Materials | $200 | 1.00% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $2,100 | 10.50% | |
Total Fees and Expenses | $3,100 | 15.50% | |
Total Proceeds | $20,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.176 hereto.
85
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/17/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $16,600 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
86
DESCRIPTION OF SERIES 2014 DEREK CARR SIGNED ROOKIE CARD
Investment Overview
·Upon completion of the Series #14CARR Offering, Series #14CARR will purchase a 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Card graded GEM MT 10 by PSA as the Underlying Asset for Series #14CARR (The “Series 2014 Derek Carr Signed Rookie Card” or the “Underlying Asset” with respect to Series #14CARR, as applicable), the specifications of which are set forth below.
·Derek Carr is an NFL quarterback for the Las Vegas Raiders who was drafted in 2014 by the Oakland Raiders 36th overall.
·The Panini Group was founded in 1961 in Modena, Italy and has grown to have subsidiaries around the world specializing in sticker and trading card collectibles as well as magazines, comic books, manga, and graphic novels.
·The Underlying Asset is a 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Card graded GEM MT 10 by PSA.
Asset Description
Overview & Authentication
·Derek Carr was born March 28, 1991 in Bakersfield, California.
·Carr played quarterback for Fresno St. from 2009 to 2013, where he led the NCAA in passing in 2013 with 5,083 yards and placed eighth in Heisman voting.
·Carr was drafted in the 2nd round, 36th overall, by the Oakland Raiders in the 2014 NFL Draft.
·In Carr’s rookie year for the Raiders in 2014, he started 16 games, throwing for 21 touchdowns and completing 58.1 percent of his passes.
·Carr has been named to three Pro Bowls — 2015-2017 — and in 2017 signed a five-year, $125 million contract extension with the Raiders.
·Panini’s National Treasures Football series is a yearly premium release that features autographed and memorabilia cards.
·The 2014 Panini National Treasures Football set came in boxes of eight cards, including three autograph cards and three memorabilia cards.
·One of the parallel cards issued in the 2014 Panini National Treasures Football set was the Silver #296 Derek Carr card, which was limited to a print run of 25.
·The Underlying Asset has been authenticated by Professional Sports Authenticator (PSA) and issued a grade of PSA GEM MT 10 with certification number 24768627.
Notable Features
·The Underlying Asset is a 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Card graded GEM MT 10 by PSA.
·The Underlying Asset is 1 of 25 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Cards produced.
·The Underlying Asset is 1 of 5 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Cards graded PSA 10 with none graded higher.
·The Underlying Asset features an autograph from Derek Carr in blue ink.
Notable Defects
·The Underlying Asset shows signs of wear consistent with its condition grade from PSA.
87
Details
Series 2014 Derek Carr Signed Rookie Card | |
Sport | Football |
Professional League | NFL |
Player / Number | Derek Carr / 4 |
Team | Oakland Raiders |
Year / Season | 2014 |
Memorabilia Type | Trading Card |
Manufacturer | Panini America, Inc. |
Rarity | 1 of 5 (PSA 10) |
Number in Set | 296 |
Signature | “Derek Carr” |
Embedded | Player jersey patch |
Authentication | Professional Sports Authenticator (PSA) |
Grade | 10 |
Certification No. | 24768627 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2014 Derek Carr Signed Rookie Card going forward.
88
USE OF PROCEEDS – SERIES #OPEECHEE
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #OPEECHEE Asset Cost (1) | $252,000 | 84.00% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.10% | |
Brokerage Fee | $3,000 | 1.00% | |
Offering Expenses (2) | $2,250 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $449 | 0.15% | |
Marketing Materials | $200 | 0.07% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $41,801 | 13.93% | |
Total Fees and Expenses | $47,700 | 15.90% | |
Total Proceeds | $300,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.177 hereto.
89
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/13/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $252,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $649 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
90
DESCRIPTION OF SERIES 1979-80 O-PEE-CHEE WAX BOX
Investment Overview
·Upon completion of the Series #OPEECHEE Offering, Series #OPEECHEE will purchase a 1979-80 O-Pee-Chee Wax Box Reviewed and Factory Sealed by BBCE as the Underlying Asset for Series #OPEECHEE (The “Series 1979-80 O-Pee-Chee Wax Box” or the “Underlying Asset” with respect to Series #OPEECHEE, as applicable), the specifications of which are set forth below.
·The 1979-80 O-Pee-Chee hockey card set is considered among the most important hockey card sets in the hobby’s history, in large part due to its inclusion of Wayne Gretzky’s rookie card (#18), as well as superstars like Gordie Howe (#175), and Bobby Hull (#185).
·The 1979-80 O-Pee-Chee #18 Wayne Gretzky Rookie Card is a rare and highly sought-after card due to it being the rookie card of arguably the NHL’s greatest player, and its low population of highly graded examples, with only two PSA 10 cards out of 6,693 graded by PSA.
·O-Pee-Chee was a Canadian card manufacturer which contracted with Topps to print their own versions of Topps cards to be sold in Canada.
·The Underlying Asset is a 1979-80 O-Pee-Chee Wax Box Reviewed and Factory Sealed by BBCE.
Asset Description
Overview & Authentication
·The 1979-80 O-Pee-Chee Hockey card set contains 264 cards with player photos on the front (either posed or from in-game shots), with a team logo in the bottom right, surrounded by a solid-colored banner running up the right side.
·Each card in the 1979-80 O-Pee-Chee Hockey card set includes the team name above the player photo, with the player’s name and position above the team name.
·Each card in the 1979-80 O-Pee-Chee Hockey card set is surrounded by a blue border.
·Each card in the 1979-80 O-Pee-Chee Hockey card set has a design on the reverse sign that resembles a skate, inside of which the player’s statistics and information are presented.
·Wayne Gretzky is often considered the greatest hockey player of all time, debuting in the NHL for the Edmonton Oilers at age 19 and retiring at age 38 having set NHL records for most career points (2,857), most career Hart Trophies (9), most career assists (1,963), and most career goals (894) while being selected for 18 All-Star Games.
·The Underlying Asset has been authenticated by Baseball Card Exchange, Inc. (BBCE) and has been given the certification number X0199.
Notable Features
·The Underlying Asset is a 1979-80 O-Pee-Chee Wax Box Reviewed and Factory Sealed by BBCE.
·The Underlying Asset has been certified by BBCE to have at least one 1979-80 O-Pee-Chee #18 Wayne Gretzky Rookie Card displayed at the back of a sealed pack.
·The Underlying Asset contains 48 unopened packs of 14 cards for a total of 672 cards.
Notable Defects
·The Underlying Asset shows signs of wear consistent with its condition grade from BBCE.
91
Details
Series 1979-80 O-Pee-Chee Wax Box | |
Sport | Hockey |
Professional League | NHL |
Year / Season | 1979-80 |
Memorabilia Type | Trading Card Set |
Manufacturer | O-Pee-Chee |
Authentication | BBCE |
Grade | Factory Sealed |
Certification No. | X0199 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1979-80 O-Pee-Chee Wax Box going forward.
92
USE OF PROCEEDS – SERIES #APPLE1
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #APPLE1 Asset Cost (1) | $736,863 | 89.32% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.04% | |
Brokerage Fee | $8,250 | 1.00% | |
Offering Expenses (2) | $6,188 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $6,045 | 0.73% | |
Marketing Materials | $200 | 0.02% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $67,155 | 8.14% | |
Total Fees and Expenses | $87,838 | 10.65% | |
Total Proceeds | $825,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.178 hereto.
93
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/18/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $736,863 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $6,245 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
94
DESCRIPTION OF SERIES 1976 APPLE-1
Investment Overview
·Upon completion of the Series #APPLE1 Offering, Series #APPLE1 will purchase a 1976 Apple-1 Computer with Original Box Signed by Steve Wozniak as the Underlying Asset for Series #APPLE1 (The “Series 1976 Apple-1” or the “Underlying Asset” with respect to Series #APPLE1, as applicable), the specifications of which are set forth below.
·The Apple-1 computer was the first pre-assembled computer sold by Apple in 1976.
·Steve Wozniak is an electronics engineer and entrepreneur known for cofounding Apple and designing the first commercially successful personal computer.
·The Underlying Asset is a 1976 Apple-1 Computer with Original Box Signed by Steve Wozniak.
Asset Description
Overview & Authentication
·Apple was founded by Steve Jobs and Steve Wozniak in Los Altos, California on April 1, 1976. A third cofounder, Ronald Wayne, joined them as well to provide business guidance, sketching the first Apple logo by hand, but ultimately leaving the company before its incorporation, accepting an $800 check for his shares in the company.
·Apple’s first product was the Apple-1, a motherboard with a processor and some memory intended for hobbyists invented by Wozniak, who hand-built every kit. Customers had to build their own case and add their own keyboard and monitor.
·The Apple-1 cost $250 to build and the original sale-price was $666.66.
·Apple produced 200 Apple-1 computers.
·The second batch of Apple-1 computers have a logo with letters “NTI” under the Apple-1 logo.
·Apple’s initial market was Palo Alto’s Homebrew Computer Club, a group of enthusiasts and personal computing hobbyists.
·In October 1977, the Apple-1 was discontinued, with Apple offering discounts and trade-ins, destroying those that were returned.
·The Apple-2, designed by Wozniak in 1977, was the first personal computer to achieve significant commercial success.
·The Apple-2 would go on to sell between five and six million units over more than a decade.
·In 1980, Apple released the Apple-3, a business focused computer meant to compete with IBM and Microsoft.
·In 1984, Apple released a TV commercial called “1984” directed by Ridley Scott that aired a single time during the third quarter of Super Bowl XVIII and never again. The commercial cost Apple $1.5 million and helped make the company a household name.
·In 1985, after a failed coup on the part of Jobs, Apple’s board of directors removed Jobs from his duties and Jobs quite Apple.
·Wozniak left the company in 1985, selling most of his shares and claiming he felt the company was going in the wrong direction.
·After a series of failures and lagging financial performance, Apple purchased NeXT Computer, the company Jobs had gone on to found, and brought Jobs back in-house in February 1997.
·On July 4 weekend of 1997, Jobs staged a successful boardroom coup and was installed as interim CEO.
·In 1997, another famous Apple advertising campaign was launched, “Think Different,” which featured famous artists, scientists, and musicians.
·In 2001, Apple released the iPod.
·In 2007, Apple released the iPhone.
·In August 2020, Apple became a $2 trillion company, just 24 months after reaching the $1 trillion threshold.
95
·The Underlying Asset is accompanied by a program from the 2005 UCLA event at which Wozniak signed the box, as well as an image of the previous owner with Wozniak at the event, and a printout of a 1994 email from Wozniak about the Apple-1.
·The Underlying Asset was restored to its original, operational state by Apple-1 expert Corey Cohen in September 2020, with a video of the computer running and functioning available, with the condition of the unit evaluated to be 8.0/10.
Notable Features
·The Underlying Asset is a 1976 Apple-1 Computer with Original Box Signed by Steve Wozniak.
·The Underlying Asset includes the original Apple-1 board, box, Apple Cassette Interface (ACI) and manual, operation manual, vintage Apple-1 power supply, vintage Datanetics keyboard in wooden case, vintage 1976 Sanyo monitor, and vintage Panasonic Cassette player.
·The Underlying Asset features a black felt tip signature from Stve Wozniak inside the lid of the box: “Woz.”
·The Underlying Asset is fully operational, with a comprehensive test demonstrating the system operating without fault for approximately eight hours.
·The Underlying Asset exhibits “Apple Computer 1, Palo Alto, Ca. Copyright 1976,” with the NTI emblem below, indicating that it was a part of the second batch of boards ordered in the latter half of 1976.
·The Underlying Asset exhibits bright and clear labeling on many of the integrated circuits as well as green coat wear.
·The Underlying Asset consits of Apple-1 memory and IO jumpers tha have been wired to support executing Apple Basic on an 8K memory system, and the prototyping area is pristine and unused.
Notable Defects
·The Underlying Asset’s condition is consistent with its technical condition report prepared by Apple-1 expert Corey Cohen.
Details
Series 1976 Apple-1 | |
Manufacturer | Apple |
Model | Apple-1 |
Year | 1976 |
Signed | Steve Wozniak |
Condition | Fully functional |
Evaluation | Corey Cohen, Apple-1 expert |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1976 Apple-1 going forward.
96
USE OF PROCEEDS – SERIES #VANHALEN
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #VANHALEN Asset Cost (1) | $54,000 | 87.10% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.48% | |
Brokerage Fee | $620 | 1.00% | |
Offering Expenses (2) | $500 | 0.81% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $293 | 0.47% | |
Marketing Materials | $200 | 0.32% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $6,087 | 9.82% | |
Total Fees and Expenses | $7,700 | 12.42% | |
Total Proceeds | $62,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.179 hereto.
97
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/14/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $54,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | Member of the Advisory Board of the Company |
Acquisition Expenses | $493 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
98
DESCRIPTION OF SERIES EDDIE VAN HALEN GUITAR
Investment Overview
·Upon completion of the Series #VANHALEN Offering, Series #VANHALEN will purchase a 2008 Eddie Van Halen Concert Played and Signed Charvel EVH Art Series Guitar as the Underlying Asset for Series #VANHALEN (The “Series Eddie Van Halen Guitar” or the “Underlying Asset” with respect to Series #VANHALEN, as applicable), the specifications of which are set forth below.
·Eddie Van Halen was a musician known for his innovation and talent with the electric guitar. He was the lead guitarist of the band Van Halen, which he formed with his brother Alex in 1972 (originally called Genesis).
·Charvel is a guitar company founded in 1974 that manufactures high-end guitars that have been the preferred brand of musicians like Warren DeMartini, Jake E. Lee, Allan Holdsworth, Shawn Lane, and Guthrie Govan.
·The Underlying Asset is a 2008 Eddie Van Halen Concert Played and Signed Charvel EVH Art Series Guitar.
Asset Description
Overview & Authentication
·Edward Lodewijk Van Halen was born on January 26, 1955, in Amsterdam. His father was a struggling classical musician.
·The Van Halen family moved to the United States in 1962, settling in Pasadena, California.
·Eddie and Alex Van Halen formed their first band in 1964, called the Broken Combs, which was later called the Trojan Rubber Company.
·In 1972, Eddie and Alex Van Halen formed a new band called Genesis, and were joined by David Lee Roth as the vocalist. Two years later Michael Anthony joined as the bassist and the band changed their name first to Mammoth and then to Van Halen.
·The band Van Halen sold more than 56 million albums in the United States alone.
·The band Van Halen had ten studio albums go multiplatinum (at least 2,000,000 copies).
·The band Van Halen had two albums sell more than 10,000,000 copies, achieving “diamond” status.
·In 2012, Guitar World Magazine ranked Eddie Van Halen No. 1 on its list of the “100 Greatest Guitarists of All Time.”
·In 2015, Rolling Stone ranked Eddie Van Halen No. 8 on its list of “100 Greatest Guitarists.”
·The “Frankenstein” guitar was pieced together by Eddie Van Halen from mismatched parts and spray-painted in order to combine the most desirable elements of Gibson and Fender guitars. It was displayed at the Metropolitan Museum of Art’s “Play It Loud: Instruments of Rock & Roll” exhibit from April to October 2019.
·Eddie Van Halen was known for his innovation in guitar-playing technique, including fingerings, and devices he patented for the instrument.
·Eddie Van Halen is known for “perfecting” the technique of two-handed tapping on the guitar neck.
·Eddie Van Halen died on October 6, 2020 at the age of 65.
·The Underlying Asset is accompanied by a Certificate of Authenticity signed by Eddie Van Halen, which certifies the venue at which the guitar was played, the serial number of the guitar (181), the signature on the guitar, the guitar’s manufacturer, and a statement from Charvel asserting that the guitar was designed for Eddie Van Halen.
Notable Features
·The Underlying Asset is a 2008 Eddie Van Halen Concert Played and Signed Charvel EVH Art Series One-of-a-Kind Guitar.
·The Underlying Asset was played by Eddie Van Halen during a concert at the St. Pete Times Forum in Tampa, Florida on February 18th, 2008.
99
·The Underlying Asset exhibits a signature from Eddie Van Halen and the inscription “Van Halen 2008” in silver marker on the body of the guitar.
·The Underlying Asset includes an additional inscription “Tampa FL. – 2-18-08.”
·The Underlying Asset was played at the 2008 concert alongside David Lee Roth, Alex Van Halen, and Eddie Van Halen’s 16-year-old son, Wolfgang Van Halen.
·The Underlying Asset was played at the 2008 concert during which the band opened the set with a cover of “You Really Got Me” by the Kinks, and ended with an encore of “Jump.”
·The Underlying Asset comes in a hard “EVH” personalized guitar case.
·The Underlying Asset has a red body with black and white striping designed by Eddie Van Halen.
·The Underlying Asset was based on the original Eddie Van Halen Frankenstein guitar.
Notable Defects
·The Underlying Asset shows signs of wear consistent with a concert-played guitar.
Details
Series Eddie Van Halen Guitar | |
Memorabilia Type | Concert-played guitar |
Model | RWB Striped Charvel / EVH Art Series |
Manufacturer | Charvel |
Musician | Eddie Van Halen |
Primary Color | Red |
Secondary Color(s) | Black and white striping |
Concert Date | February 18, 2008 |
Concert Venue | St. Pete Times forum |
Signature | “Eddie Van Halen” |
Inscription | “Van Halen 2008” |
Inscription Cont’d | “Tampa FL. – 2-18-08” |
Certification | Eddie Van Halen signed COA |
Serial No. | 181 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Eddie Van Halen Guitar going forward.
100
USE OF PROCEEDS – SERIES #MOSASAUR
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #MOSASAUR Asset Cost (1) | $17,813 | 59.38% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 1.00% | |
Brokerage Fee | $300 | 1.00% | |
Offering Expenses (2) | $500 | 1.67% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.33% | |
Marketing Materials | $200 | 0.67% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $10,788 | 35.96% | |
Total Fees and Expenses | $11,888 | 39.63% | |
Total Proceeds | $30,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.180 hereto.
101
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/3/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $17,813 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
102
DESCRIPTION OF SERIES MOSASAUR SKELETON
Investment Overview
·Upon completion of the Series #MOSASAUR Offering, Series #MOSASAUR will purchase a Mosasaur Halisaurus Arambourgi Skeleton as the Underlying Asset for Series #MOSASAUR (The “Series Mosasaur Skeleton” or the “Underlying Asset” with respect to Series #MOSASAUR, as applicable), the specifications of which are set forth below.
·Mosasaur is an extinct Family of marine lizards that lived during the Cretaceous period and evolved into the dominant ocean predator of their time, with some species growing to be over 50 feet in some cases, with shark-like tails and flipper-limbs.
·Arambourgi is a species of Halisaurus (part of the Mosasauridae Family), which is characterized by unique features of the nares, frontal, parietal, girdle, and limb bones.
·The Underlying Asset consists of one Mosasaur Halisaurus Arambourgi Skeleton.
Asset Description
Overview & Authentication
·The first described Mosasaur fossil was found in a quarry on the Meuse River in Holland in 1764, though Native Americans in the Midwest had found Mosasaur fossils long before.
·“Mosasaur” means “Lizard of the Meuse River,” named after the Latin name for the Meuse River, “Mosa,” and the Greek word for lizard, “saûros.”
·Mosasaurs lived all around the world during the Cretaceous period, emerging around 86 million years ago and going extinct around the time of the Cretaceous-Paleogene extinction even approximately 65.5 million years ago.
·Mosasaurs were covered in smooth, dark scales.
·The stomach contents of Mosasaurs have been studied to reveal ammonites, bony fish, sea turtles, plesiosaurs, and sea birds.
·Halisaurus is a genus of Mosasaur that tended to be smaller in size.
·Arambourgi is a species of Halisaurus which was identified in a March 2005 article in the Zoological Journal of the Linnean Society.
·Arambourgi comes from the Late Maastrichtian age, which lies in the upper Cretaceous period between 72.1 and 66 million years ago.
·Arambourgi have been discovered in the Oulad Abdoun Phosphate Basin of Morocco.
Notable Features
·The Underlying Asset is a Mosasaur Halisaurus Arambourgi Skeleton.
·The Underlying Asset is one of the most complete skeletons of its kind ever discovered.
·The Underlying Asset exhibits a virtually complete skull.
·The Underlying Asset is 120 inches in length.
·The Underlying Asset is expertly mounted on a custom steel framework in a life-like swimming pose.
Notable Defects
·The Underlying Asset shows signs of wear consistent with its age and professional preparation.
103
Details
Series Mosasaur Skeleton | |
Memorabilia Type | Mosasaur Skeleton |
Order | Squamata |
Suborder | Scleroglossa |
Family | Mosasauridae |
Genus | Halisaurus |
Species | Arambourgi |
Condition | Well preserved |
Presentation | Mounted a custom steel framework in a life-like swimming pose |
Length | 120 inches |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Mosasaur Skeleton going forward.
104
USE OF PROCEEDS – SERIES #98ZELDA
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #98ZELDA Asset Cost (1) | $20,000 | 85.11% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 1.28% | |
Brokerage Fee | $235 | 1.00% | |
Offering Expenses (2) | $500 | 2.13% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.43% | |
Marketing Materials | $200 | 0.85% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $2,165 | 9.21% | |
Total Fees and Expenses | $3,200 | 13.62% | |
Total Proceeds | $23,500 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.181 hereto.
105
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Purchase Agreement |
Date of Agreement | 12/22/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $20,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
106
DESCRIPTION OF SERIES 1998 N64 THE LEGEND OF ZELDA
Investment Overview
·Upon completion of the Series #98ZELDA Offering, Series #98ZELDA will purchase a 1998 N64 The Legend of Zelda: Ocarina of Time video game graded 9.6 A+ by Wata as the Underlying Asset for Series #98ZELDA (The “Series 1998 N64 The Legend of Zelda” or the “Underlying Asset” with respect to Series #98ZELDA, as applicable), the specifications of which are set forth below.
·“The Legend of Zelda: Ocarina of Time” was a Nintendo 64 (N64) video game produced in 1998 for the N64 console. The fifth official installment in the Legend of Zelda series, the game is widely considered on of the greatest video games of all time.
·The Nintendo 64 (N64) was a video game console developed by Nintendo and released in 1996.
·The Underlying Asset is a 1998 N64 The Legend of Zelda: Ocarina of Time video game graded 9.6 A+ by Wata.
Asset Description
Overview & Authentication
·Nintendo is a Japanese multinational consumer electronics and video game company founded in 1889. The company remains a high grossing developer, with $2.286 billion in revenue in the fourth quarter of 2019.
·From 1996 to 2005 Nintendo sold 32.92 million units of the Nintendo 64 console.
·Shigeru Miyamoto, the Japanese video game designer behind the creation of Super Mario Bros. and Donkey Kong, was looking to create a new game for the Famicom Disk System (the Japanese predecessor of the NES) and built a prototype in which two players could make their own dungeons and explore one another’s creation. The exploration aspect interested Miyamoto and his team, so they pivoted to “building a world of mountains and forests and lakes that players could traverse.” This game, originally called “Hyrule,” became “The Legend of Zelda.”
·“The Legend of Zelda” was released on February 21, 1986 for the Famicom in Japan and on August 22, 1987 for the NES in the United States. The first installment in the franchise featured characters like Link, Zelda, and Ganon (who is unnamed in this first game).
·“The Legend of Zelda: Ocarina of Time” was the fifth official installment of The Legend of Zelda Franchise and was released for the N64 console on November 21, 1998 in Japan and November 23, 1998 in the United States.
·In IGN’s 1998 review of “The Legend of Zelda: Ocarina of Time,” the game was called “The new benchmark for interactive entertainment.”
·“The Legend of Zelda: Ocarina of Time” follows a storyline similar to other installments in the series, with a young boy named Link setting off for an adventure on a quest to rescue Princess Zelda and fend off the evil horned creature Ganon.
·“The Legend of Zelda: Ocarina of Time 3D” was re-released on June 19, 2011 for the Nintendo 3DS.
·Numerous outlets and magazines have ranked “The Legend of Zelda: Ocarina of Time” as the greatest video game of all time, including Official Nintendo Magazine [UK] (2014), Watchmojo (2014), Gaming Bolt (2012), Unikgamer (2012), PC Gamer (2012), Nintendo Power (2012), Slogan Yams (2011), Edge Magazine (2009), and more.
·IGN listed “The Legend of Zelda: Ocarina of Time” as the eight best video game of all time in 2015, after IGN’s Readers’ Poll ranked “The Legend of Zelda: Ocarina of Time” in the top spot in 2008.
·In the book “Hyrule Historia,” Miyamoto explains that he named the character Link because he “connects people together.”
·The Underlying Asset has been authenticated by Wata Games and issued a grade of 9.6 A+ with certification No. 576307-002.
107
Notable Features
·The Underlying Asset is a 1998 N64 The Legend of Zelda: Ocarina of Time video game graded 9.6 A+ by Wata.
·The Underlying Asset is 1 of 3 examples of 1998 N64 The Legend of Zelda: Ocarina of Time video games graded 9.6 by Wata, with none graded higher.
·The Underlying Asset is a Collector’s Edition, which was only available to those who preordered the game ahead of its release.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from Wata Games.
Details
Series 1998 N64 The Legend of Zelda | |
Game | Legend of Zelda: Ocarina of Time |
System | Nintendo 64 |
Manufacturer | Nintendo Co., LTD. |
Production Year | 1998 |
Rarity | 1 of 3 (Wata 9.6) |
Box Variant | Made in Japan, E Rating (Pixelated), |
Box Variant Cont’d | 100% Fiber, Collector’s Edition Foil (USA Code) |
Authentication | Wata Games |
Box Grade | 9.6 |
Seal Rating | A+ |
Certification No. | 576307-002 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1998 N64 The Legend of Zelda going forward.
108
USE OF PROCEEDS – SERIES #59FLASH
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #59FLASH Asset Cost (1) | $58,000 | 89.23% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.46% | |
Brokerage Fee | $650 | 1.00% | |
Offering Expenses (2) | $500 | 0.77% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.15% | |
Marketing Materials | $200 | 0.31% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $5,250 | 8.08% | |
Total Fees and Expenses | $6,700 | 10.31% | |
Total Proceeds | $65,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.182 hereto.
109
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/17/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $58,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
110
DESCRIPTION OF SERIES 1959 THE FLASH #105
Investment Overview
·Upon completion of the Series #59FLASH Offering, Series #59FLASH will purchase a 1959 The Flash #105 comic book graded NM 9.4 by CGC as the Underlying Asset for Series #59FLASH (The “Series 1959 The Flash #105” or the “Underlying Asset” with respect to Series #59FLASH, as applicable), the specifications of which are set forth below.
·The Flash first appeared in Flash Comics #1 in 1940, as a college student named Jay Garrick who acquired super-speed from a lab accident. Garrick was succeeded by police Scientist Barry Allen, who was temporarily replaced by his former kid partner Wally West, until Allen returned to take up the mantle of the Flash once again.
·DC Comics was founded in 1934 by Major Malcolm Wheeler-Nicholson, originally called National Allied Publications.
·The Underlying Asset is a 1959 The Flash #105 comic book graded NM 9.4 by CGC.
Asset Description
Overview & Authentication
·The Flash is known as “The Fastest Man Alive” and is endowed with the “Speed Force,” an energy field that grants “incredible powers of velocity to certain heroes.”
·The Golden Age of Comics refers to an era of comic publishing in post-depression America that gave rise to the success of comic book heroes like Superman, Batman, Captain Marvel and The Flash. Sales and popularity increased during World War Two, as they were cheap and featured patriotic stories of pro-American heroes, in some cases literally fighting the Axis Powers. The concept of a ‘super-team’ also arose, with DC Comics’ Justice Society of America. Though disputed, the Golden Age of Comics lasted roughly from 1938 to 1950.
·The Silver Age of Comics featured a revival of former Golden Age characters who had gone by the wayside in recent years, including The Flash, who was reintroduced in DC Comics’ Showcase #4. The super-team concept continued to gain steam during this era, with the launch of DC Comics’ Justice League of America, Marvel’s Fantastic Four, and others. Though disputed, the Silver Age of Comics lasted roughly from 1956-1970.
·The Flash is a member of the Justice League, alongside Superman, Batman, Wonder Woman, and the Green Lantern.
·The Flash character has appeared in many films and television shows over the years, including the ongoing “The Flash” television show starring Grant Gustin which premiered in 2014, the single-season 1990 “The Flash” television show starring John Wesley Shipp, and The Lego Batman Movie (2017).
·In more recent films, The Flash’s Barry Allen has been portrayed by Ezra Miller in Batman v Superman: Dawn of Justice (2016), Suicide Squad (2016), and Justice League (2017).
·Production has been announced for a “The Flash” movie starring Ezra Miller with release slated for 2022.
·The recent surge in superhero movies has helped drive a resurgent comic book market, with comic book sales topping $1,000,000,000 in 2017.
·The Underlying Asset has been authenticated by Certified Guaranty Company (CGC) an issued a grade of CGC NM 9.4 with certification No. 1042286001.
111
Notable Features
·The Underlying Asset is a 1959 The Flash #105 comic book graded NM 9.4 by CGC.
·The Underlying Asset is in the top 0.5% of CGC graded copies of The Flash #105 and is 1 of 3 copies graded at CGC NM 9.4, with none graded higher.
·The Underlying Asset features the first Silver Age self-titled issue of The Flash.
·The Underlying Asset features the first appearance of Mirror Master.
·The Underlying Asset’s cover art by Carmine Infantino features an illustration of The Flash running past Mirror Master, “THE FLASH / NO USE, FLASH--YOU’LL NEVER…FIND…THE REAL ME…IN TIME…’” across the top of the page, and “Featuring THE FASTEST MAN ALIVE / in “MASTER OF MIRRORS!”” in a text box on the bottom right corner.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from CGC.
Details
Series 1959 The Flash #105 | |
Title | The Flash #105 |
Store Date | January 31, 1959 |
Key Issue | First Silver Age Self-Titled Issue |
Cover Price | $0.10 |
Publisher | DC Comics |
Writer | John Broome |
Cover Artist | Carmine Infantino |
Penciller | Carmine Infantino |
Inker | Joe Giella |
Editor | Julius Schwartz |
Rarity | 1 of 3 (CGC 9.4) |
Authentication | Certified Guaranty Company (CGC) |
Grade | 9.4 |
Certification No. | 1042286001 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1959 The Flash #105 going forward.
112
USE OF PROCEEDS – SERIES #WOLVERINE
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #WOLVERINE Asset Cost (1) | $42,000 | 88.42% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.63% | |
Brokerage Fee | $475 | 1.00% | |
Offering Expenses (2) | $500 | 1.05% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.21% | |
Marketing Materials | $200 | 0.42% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $3,925 | 8.26% | |
Total Fees and Expenses | $5,200 | 10.95% | |
Total Proceeds | $47,500 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.183 hereto.
113
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/17/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $42,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
114
DESCRIPTION OF SERIES 1974 INCREDIBLE HULK #181
Investment Overview
·Upon completion of the Series #WOLVERINE Offering, Series #WOLVERINE will purchase a 1974 Incredible Hulk #181 comic book graded NM/M 9.8 by CGC as the Underlying Asset for Series #WOLVERINE (The “Series 1974 Incredible Hulk #181 ” or the “Underlying Asset” with respect to Series #WOLVERINE, as applicable), the specifications of which are set forth below.
·Wolverine is a character created by Roy Thomas, Len Wein, and John Romita Sr. who has razor-sharp claws, the ability to heal from virtually any injury, and an indestructible metal skeleton.
·Marvel Comics is a comic book publishing and entertainment company founded in 1939 as Timely Comics.
·The Underlying Asset is a 1974 Incredible Hulk #181 comic book graded NM/M 9.8 by CGC.
Asset Description
Overview & Authentication
·Roy Thomas came up with the initial concept of Wolverine as a ploy to lure Canadian readers, coming up only with the basics of his name, Canadian nationality, short stature, and fierce nature.
·Len Wein, the writer of the “Incredible Hulk” series, approached Marvel art director John Romita Sr. and asked him to create a character, only giving him the name “Wolverine,” Romita said: “At the time, I thought a wolverine was a female wolf!"
·Wolverine debuted in the final panel of Incredible Hulk #180 in October 1974.
·Wolverine’s first full appearance occurred in Incredible Hulk #181 in November 1974, in which Wolverine and the Hulk fight the Wendigo, before turning on one another.
·Marvel’s original name, Timely Comics, began publishing comic books in 1939, and introduced heroes like Captain America.
·Timely Comics became Atlas Magazines in 1951, before officially renaming to Marvel Comics in 1961.
·The era between 1961-1978 has been referred to as the “Marvel Era of Comics.”
·Stan Lee was looking for new characters to continue to fuel his success in the early 1960s and began by conceiving of characters and their super-powers. Having used the “radioactive-accident” origin story multiple times, Lee “took the cowardly way out” and decided they would be mutants, “born that way.” He originally called the team the Mutants, but was advised by Marvel’s publisher that kids were unfamiliar with the term, so instead settled on the name X-Men.
·X-Men #1 was released just days after the March on Washington in August of 1963, and Lee claims he intentionally sought to show that “bigotry is a terrible thing” by creating characters facing adversity due to inherent differences.
·The X-Men series was not an immediate hit but caught a second wind in 1975 after writer Len Wein and artist Dave Cockrum introduced new characters like Wolverine and Nightcrawler.
·The X-Men comic series was circulating approximately 500,000 copies per month by the early 1990s.
·X-Men Origins: Wolverine was released on May 1, 2009 by 20th Century Fox. Directed by Gavin Hood, the film starred Hugh Jackman as Wolverine, Liev Schreiber as Victor Creed, and Will.i.am as John Wraith. X-Men Origins: Wolverine took in $373,062,864 at the worldwide box office.
·The recent surge in superhero movies has helped drive a resurgent comic book market, with comic book sales topping $1,000,000,000 in 2017.
·The Underlying Asset has been authenticated by Certified Guaranty Company (CGC) an issued a grade of CGC NM 9.8 with certification No. 10953900001.
115
Notable Features
·The Underlying Asset is a 1974 Incredible Hulk #181 comic book graded NM/M 9.8 by CGC.
·The Underlying Asset is in the top 1.2% of CGC graded copies of The Incredible Hulk #181 and is 1 of 126 copies graded at CGC NM 9.8, with one graded higher.
·The Underlying Asset features the first full appearance of Wolverine.
·The Underlying Asset’s cover art by Herb Trimpe features an illustration of Wolverine attacking The Incredible Hulk, “THE INCREDIBLE / HULK / AND NOW… the WOLVERINE!” across the top of the page.
Notable Defects
·The Underlying Asset’s condition is consistent with its condition grade from CGC.
Details
Series 1974 Incredible Hulk #181 | |
Title | The Incredible Hulk #181 |
Store Date | November 10, 1974 |
Key Issue | First Full Appearance of Wolverine |
Cover Price | $0.25 |
Publisher | Marvel |
Writer | Len Wein |
Cover Artist | Herb Trimpe |
Penciller | Herb Trimpe |
Inker | Jack Abel |
Colourer | Glynis Wein |
Letterer(s) | Artie Simek, Gaspar Saladino |
Editor | Roy Thomas |
Rarity | 1 of 126 (CGC 9.8) |
Authentication | Certified Guaranty Company (CGC) |
Grade | 9.8 |
Certification No. | 10953900001 |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1974 Incredible Hulk #181 going forward.
116
USE OF PROCEEDS – SERIES #DOMINOS
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #DOMINOS Asset Cost (1) | $8,468 | 76.98% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 2.73% | |
Brokerage Fee | $110 | 1.00% | |
Offering Expenses (2) | $500 | 4.55% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $132 | 1.20% | |
Marketing Materials | $200 | 1.82% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $1,290 | 11.73% | |
Total Fees and Expenses | $2,232 | 20.29% | |
Total Proceeds | $11,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.184 hereto.
117
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/16/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $8,468 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $332 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
118
DESCRIPTION OF SERIES 1990 ROLEX DOMINOS AIR-KING
Investment Overview
·Upon completion of the Series #DOMINOS Offering, Series #DOMINOS will purchase a 1990 Rolex Air-King Dominos Pizza Special Edition Watch as the Underlying Asset for Series #DOMINOS (The “Series 1990 Rolex Dominos Air-King” or the “Underlying Asset” with respect to Series #DOMINOS, as applicable), the specifications of which are set forth below.
·Dominos is a chain of pizza restaurants founded in 1960 with more than 14,000 locations in over 85 countries.
·Rolex is a luxury timepiece manufacturer, founded in 1905 and based in Geneva, Switzerland.
·The Underlying Asset is a 1990 Rolex Air-King Dominos Pizza Special Edition Watch.
Asset Description
Overview & Authentication
·The original Rolex Air-King was made to honor the British Royal Air Force after World War Two.
·The Air-King was briefly discontinued in 2014 and re-released in 2016 with reference 116900.
·Dominos is known for its famous “30 minutes or less” guarantee which promised customers that if they did not receive their pizza in 30 seconds or less their order would be free. This promotion ended in 1993.
·Dominos has awarded managers of locations who hit certain sales goals with a Dominos-branded Rolex Air-King.
·The Underlying Asset is accompanied by its Service Paper with code CAHK2.
Notable Features
·The Underlying Asset is a 1990 Rolex Air-King Dominos Pizza Special Edition Watch.
·The Underlying Asset has a steel case, bracelet, and clasp.
·The Underlying Asset is of automatic movement 3000 caliber.
·The Underlying Asset has an engravement on its clasp with the Dominos logo.
·The Underlying Asset has an engraved case-back with the $20,000 sales target that the original recipient reached at their Dominos location.
Notable Defects
·The Underlying Asset is unworn, in Mint condition, and without signs of wear.
119
Details
Series 1990 Rolex Dominos Air-King | |
Reference Number | 14000 |
Brand | Rolex |
Model | Air-King Precision |
Case Material | Steel |
Year | 1990 |
Condition | Unworn |
Scope of Delivery | Original Box, No Original Papers |
Movement | Automatic |
Movement/Caliber | 3000 |
Case Diameter | 34 mm |
Bezel Material | Steel |
Dial | Silver |
Case-back Engravement | $20,000 sales target |
Bracelet Material | Steel |
Clasp | Fold clasp |
Clasp Material | Steel |
Clasp Engravement | Dominos logo |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1990 Rolex Dominos Air-King going forward.
120
USE OF PROCEEDS – SERIES #BROSGRIMM
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #BROSGRIM Asset Cost (1) | $112,500 | 83.33% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.22% | |
Brokerage Fee | $1,350 | 1.00% | |
Offering Expenses (2) | $1,013 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $233 | 0.17% | |
Marketing Materials | $200 | 0.15% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $19,404 | 14.37% | |
Total Fees and Expenses | $22,200 | 16.44% | |
Total Proceeds | $135,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.185 hereto.
121
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Upfront Purchase |
Date of Agreement | 12/16/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $0 |
Installment 1 Amount | $112,500 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $433 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
122
DESCRIPTION OF SERIES GRIMMS' FAIRY TALES
Investment Overview
·Upon completion of the Series #BROSGRIMM Offering, Series #BROSGRIMM will purchase an 1837 Third Edition Presentation Copy of Grimms' Fairy Tales by the Brothers Grimm inscribed to contributor and friend Malchen Hassenpflug as the Underlying Asset for Series #BROSGRIMM (The “Series Grimms' Fairy Tales” or the “Underlying Asset” with respect to Series #BROSGRIMM, as applicable), the specifications of which are set forth below.
·The Brothers Grimm were two German brothers named Jacob Ludwig Carl Grimm and Wilhelm Carl Grimm known for their collection of fairy tales titled “Kinder-und Hausmärchen,” commonly referred to as “Grimms’ Fairy Tales.”
·Grimms’ Fairy Tales is a two volume collection of folklore originally compiled by Jacob and Wilhelm Grimm between 1812 and 1815, with multiple subsequent editions published during the two brothers’ lifetime, that illuminated now-classic stories like Snow White and the Seven Dwarfs.
·The Underlying Asset is an 1837 Third Edition Presentation Copy of Grimms' Fairy Tales by the Brothers Grimm inscribed to contributor and friend Malchen Hassenpflug.
Asset Description
Overview & Authentication
·Jacob Ludwig Carl Grimm was born on January 4, 1785 in Hanau, Germany.
·Wilhelm Carl Grimm was born on February 24, 1786 in Hanau, Germany.
·The Brothers Grimm both studied law at the University of Marburg and later worked as librarians to support their younger siblings after their mother’s death.
·The Brothers Grimm were influenced by the folk poetry collection of Clemens Brentano and Achim von Arnim, “Des Knaben Wunderhorn,” and were inspired to begin collecting their own folktales.
·In 1812, the Brothers Grimm published volume one of “Kinder-und Hausmärchen,” which translates to “Children’s and Household Tales.” The book contains 86 folktales.
·In 1814, volume two of “Kinder-und Hausmärchen” is printed (pre-dated to 1815), adding 70 additional stories. The two volume collection is abbreviated as “KHM.”
·In 1822, a third volume of commentary was published (Anmerkungen).
·A second edition of KHM is published in 1819, a third in 1837, a fourth in 1840, a fifth in 1843, a sixth in 1850, and a seventh in 1857, which serves as the basis for most editions and translations published after the Grimms’ deaths in 1859 (Wilhelm) and 1863 (Jacob).
·While both brothers were involved in the creation of KHM, Wilhelm was the one to actually write out the tales and edit each edition.
·Many of the stories from Grimms’ Fairy Tales have become some of the most popular and revisited stories in modern history, including “Hansel and Gretel,” “Snow White,” “Little Red Riding Hood,” “Sleeping Beauty,” “Tom Thumb,” “Rapunzel,” “The Golden Goose,” and “Rumpelstiltskin.”
·The Hassenpflug family were neighbors of the Grimms in Kassel, and often hosted them for dinner. Three of the Hassenpflug daughters were contributors to KHM: Marie, Johanna Isabella (“Jeanette”), and Amalie (“Malchen”).
·Malchen is thought to have contributed about ten tales to KHM.
·The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist.
123
Notable Features
·The Underlying Asset is an 1837 Third Edition Presentation Copy of Grimms' Fairy Tales by the Brothers Grimm inscribed to contributor and friend Malchen Hassenpflug.
·The Underlying Asset is inscribed on the front pastedown of the first volume by Wilhelm Grimm to Amalie “Malchen” Hassenpflug: "Dem lieben Malchen Hassenpflug / von seinem Treuen Freunde / Wilhelm Grimm. / Göttingen 23 October 1837." Translation: "To dear Malchen Hassenpflug from her true friend..."
·The Underlying Asset contains two volumes in small octavo format.
·The Underlying Asset contains steel-engraved frontispieces on each volume designed by Ludwig Emil Grimm and a decorative half-title lithographed in color by H. Delius.
·The Underlying Asset remains in its original publisher’s decorative colored lithographic paper.
·The Underlying Asset includes 167 fairy tales as well as nine “Kinderlegenden” and a new forward.
·The Underlying Asset is textually complete as confirmed by the numbering of its signatures.
·The Underlying Asset exhibits bright blue colored endpapers with trimmed and sprinkled edges.
·The Underlying Asset is 1 of 2 inscribed copies of KHM that rare children book expert Justin Schiller has handled in more than 50 years of experience in the field.
·The Underlying Asset has two errors in pagination in the first volume, with page numerals 159 and 160 repeated and page numerals 191 and 192 skipped.
Notable Defects
·The Underlying Asset is a bit scuffed and rubbed and has bumped and worn corners.
·The Underlying Asset exhibits minor losses on its heads of spines, with edges a bit worn.
·The Underlying Asset exhibits paper chipping with some loss along joints and a faded backstrip with areas of flaking.
Details
Series Grimms' Fairy Tales | |
Title | Kinder-und Hausmärchen |
Author(s) | Jacob and Wilhelm Grimm |
Publisher | Johann Christian Dieterich |
Publication Date | 1737 |
Binding | Original |
Book Condition | Very Good |
Edition | First Edition |
Inscription | Inscribed by Wilhelm Grimm to Amalie “Malchen” Hassenpflug |
Signature | Amalie “Malchen” Hassenpflug |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Grimms' Fairy Tales going forward.
124
USE OF PROCEEDS – SERIES #CONGRESS
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #CONGRESS Asset Cost (1) | $98,200 | 81.83% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.25% | |
Brokerage Fee | $1,200 | 1.00% | |
Offering Expenses (2) | $900 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.08% | |
Marketing Materials | $200 | 0.17% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $19,100 | 15.92% | |
Total Fees and Expenses | $21,500 | 17.92% | |
Total Proceeds | $120,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.186 hereto.
125
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Purchase Agreement |
Date of Agreement | 12/17/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $45,000 |
Installment 1 Amount | $53,200 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
126
DESCRIPTION OF SERIES CONTINENTAL CONGRESS JOURNAL OF THE PROCEEDS OF THE CONGRESS
Investment Overview
·Upon completion of the Series #CONGRESS Offering, Series #CONGRESS will purchase Thomas Heyward Jr’s First edition of the Continental Congress Journal of the Proceeds of the Congress as the Underlying Asset for Series #CONGRESS (The “Series Continental Congress Journal of the Proceeds of the Congress” or the “Underlying Asset” with respect to Series #CONGRESS, as applicable), the specifications of which are set forth below.
·The Continental Congress was the governing body through which American colonists organized their eventual succession from British Rule, becoming the de facto United States government as the Revolutionary War progressed.
·Thomas Heyward Jr. was a South Carolina representative to the Continental Congress, a signer of the Declaration of Independence, and a judge.
·The Underlying Asset is Thomas Heyward Jr’s First Edition copy of the Continental Congress Journal of the Proceeds of the Congress.
Asset Description
Overview & Authentication
·The British Parliament passed a series of laws in 1774 that became known as the Intolerable Acts, which were intended to suppress dissent in Boston with punitive measures such as the closure of the port and placing the city under Martial Law.
·The Continental Congress met for the first time in Philadelphia on September 5, 1774, convening delegates from each of the 13 colonies with the exception of Georgia.
·On October 20, the Congress adopted the Articles of Association, outlining plans for a boycott of British goods unless the Intolerable Acts were repealed by December 1, 1774. In addition, if the Intolerable Acts were not repealed by September 10, 1775, an embargo would begin on exports. On October 26, the Congress drafted a petition outlining the colonists’ grievances for King George III.
·The Congress agreed to meet again in Philadelphia on May 10, 1775.
·On April 19, 1775 the first battles of the American Revolutionary War were fought in Lexington and Concord, Massachusetts.
·The Second Continental Congress met on May 10, 1775 after King George III had failed to reply to the petition for redress of grievances set forth by the First Continental Congress.
·From 1775 to 1788, the Second Continental Congress gradually took on the responsibilities of a national government, establishing the Continental Army and its own currency, as well as a post office for the “United Colonies.”
·On July 5, 1775 the Continental Congress adopted the Olive Branch Petition, written by Thomas Jefferson (first draft) and John Dickinson (final draft). It was a final attempt by the colonists to avoid war, expressing allegiance to King George III while rejecting Parliament’s authority over the colonies.
·On July 6, 1775, the Continental Congress issued The Declaration of the Causes and Necessity for Taking Up Arms, proclaiming their preference “to die free men rather than live as slaves.”
·In August 1775, a British proclamation declared that the American Colonies were “engaged in open and avowed rebellion.”
·The Address to the Inhabitants of Canada was drafted on September 14, 1775 and encouraged Canadians to join the colonies in their revolt against Britain.
·In January 1776, Thomas Paine published “Common Sense” a pro-independence pamphlet that was widely sold and helped sway many colonists of the inevitability of independence.
·In May 1776, the Continental Congress learned that Britain had negotiated treaties with German states to hire mercenaries to fight in America.
·The Privateering Resolution was passed in March 1776, allowing colonists "to fit out armed vessels to cruize [sic] on the enemies of these United Colonies."
127
·On May 15, 1776, the Virginia Convention passed a resolution which instructed delegates sent to the Continental Congress on behalf of Virginia to propose U.S. independence.
·In Philadelphia on June 7, 1776, Richard Henry Lee, a Virginian delegate to the Continental Congress, made a clear call for independence, reading his resolution beginning: "Resolved: That these United Colonies are, and of right ought to be, free and independent States, that they are absolved from all allegiance to the British Crown, and that all political connection between them and the State of Great Britain is, and ought to be, totally dissolved.” This became known as the Lee Resolution.
·After the Lee Resolution, a “Committee of Five” was appointed to draft a statement presenting the colonies’ case for independence. These five men were John Adams of Massachusetts, Roger Sherman of Connecticut, Benjamin Franklin of Pennsylvania, Robert R. Livingston of New York, and Thomas Jefferson of Virginia, who wrote the document with corrections from Franklin and Adams.
·On July 1, 1776, the Continental Congress reconvened, with 12 of the 13 colonies adopting the Lee Resolution (New York abstained from voting). They then began consideration of the Declaration of Independence, resulting in slight alterations and deletions, but ultimately adopting the document in the late morning of July 4 after spending all of the previous day in deliberations.
·The Declaration of Independence contains five parts: the introduction, which states that the document will “declare” the “causes” making independence necessary; the preamble, which sets out principles “already recognized to be ‘self-evident’ by most 18th-century Englishmen;" a two-section body, providing evidence of the abuses perpetuated by the British Empire unto the colonies and the unwillingness of their “British brethren” to engage in any redress of their grievances; and the conclusion, which declares that having sufficiently explained the conditions which make independence necessary, and shown that these conditions exist in America, the colonies are to be independent states and free from all allegiance to the British Crown.
·The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist.
Notable Features
·The Underlying Asset is Thomas Heyward Jr’s First Edition copy of the Continental Congress Journal of the Proceeds of the Congress.
·The Underlying Asset contains two volumes, each a journal of the meetings of the First and Second Continental Congress respectively.
·The Underlying Asset describes meetings of the First Continental Congress from September 5 to October 20, 1774.
·The Underlying Asset describes meetings of the Second Continental Congress from May 10 to September 5, 1775.
·The Underlying Asset includes reports concerning the battles of Lexington-Concord, the Address to the Inhabitants of Canada, military matters, the Declaration of the Causes and Necessity for Taking Up Arms, the Olive Branch Petition, as well as other important matters.
·The Underlying Asset includes the first issue of both journals, the first volume excluding the address to King George III and the second volume excluding Hancock and Thomson’s names at the bottom of the final text leaf.
·The Underlying Asset is in 8vo format.
·The Underlying Asset’s first volume consists of a half-title, with a woodcut circular vignette, the seal of the Continental Congress.
·The Underlying Asset’s second volume consists of a half-title, with a woodcut circular vignette, representing three military figures supporting a monument titled Libert. Patr.
·The Underlying Asset features a signature from Thomas Heyward Jr. on the first title.
Notable Defects
·The Underlying Asset shows signs of wear consistent with its age.
128
Details
Series Continental Congress Journal of the Proceeds of the Congress | |
Title | Continental Congress Journal of the Proceedings |
Date | September 5, 1774 to May 10, 1775 |
Printer | William and Thomas Bradford |
Binding | Contemporary Calf |
Provenance | Thomas Heyward Jr. |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Continental Congress Journal of the Proceeds of the Congress going forward.
129
USE OF PROCEEDS – SERIES #1776
We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:
Use of Proceeds Table | Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #1776 Asset Cost (1) | $1,450,000 | 72.50% | |
Interests issued to Asset Seller as part of total consideration (1) | $0 | 0.00% | |
Cash on Series Balance Sheet | $300 | 0.02% | |
Brokerage Fee | $20,000 | 1.00% | |
Offering Expenses (2) | $15,000 | 0.75% | |
Acquisition Expenses (3) | Accrued Interest | $0 | 0.00% |
Finder Fee | $0 | 0.00% | |
Authentication Expense | $0 | 0.00% | |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $100 | 0.01% | |
Marketing Materials | $200 | 0.01% | |
Refurbishment & maintenance | $0 | 0.00% | |
Sourcing Fee | $514,400 | 25.72% | |
Total Fees and Expenses | $549,700 | 27.49% | |
Total Proceeds | $2,000,000 | 100.00% | |
(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.
(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.
(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.187 hereto.
130
Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.
Series Detail Table | |
Agreement Type | Purchase Agreement |
Date of Agreement | 11/12/2020 |
Expiration Date of Agreement | N/A |
Down-payment Amount | $300,000 |
Installment 1 Amount | $1,150,000 |
Installment 2 Amount | $0 |
Interests issued to Asset Seller as part of total consideration | $0 |
Asset Seller Specifics | None |
Acquisition Expenses | $300 |
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.
The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues 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 Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
131
DESCRIPTION OF SERIES 1776 DECLARATION OF INDEPENDENCE
Investment Overview
·Upon completion of the Series #1776 Offering, Series #1776 will purchase a July 16, 1776 Exeter, New Hampshire broadside of the Declaration of Independence as the Underlying Asset for Series #1776 (The “Series 1776 Declaration of Independence” or the “Underlying Asset” with respect to Series #1776, as applicable), the specifications of which are set forth below.
·The Declaration of Independence is a document adopted by the Continental Congress on July 4, 1776 which explains the causes that made it necessary for the American Colonies to leave the British Empire, details principles thought to be self-evident by the standards of contemporary governing theory, and announces the official severing of all ties between the American Colonies and the British Empire.
·The first official printing of the Declaration of Independence was known as the “Dunlap Broadside” and was printed on July 4-5, 1776. After these editions came broadsides (single sheets) printed by other printers, either as official “state” versions or for their own purposes, often with the printer’s name listed at the bottom. Though the July 16, 1776 Exeter, New Hampshire broadside of the Declaration of Independence does not include a printer’s name, it has been attributed to Robert Luist Fowle.
·The Underlying Asset consists of a July 16, 1776 Exeter, New Hampshire broadside copy of the Declaration of Independence.
Asset Description
Overview & Authentication
·The Declaration of Independence, along with the U.S Constitution and the Bill of Rights, are known collectively as the Charters of Freedom.
·The Second Continental Congress met on May 10, 1775 after King George III had failed to reply to the petition for redress of grievances set forth by the First Continental Congress.
·From 1775 to 1788, the Second Continental Congress gradually took on the responsibilities of a national government, establishing the Continental Army and its own currency, as well as a post office for the “United Colonies.”
·In August 1775, a British proclamation declared that the American Colonies were “engaged in open and avowed rebellion.”
·In January 1776, Thomas Paine published “Common Sense” a pro-independence pamphlet that was widely sold and helped sway many colonists of the inevitability of independence.
·In May 1776, the Continental Congress learned that Britain had negotiated treaties with German states to hire mercenaries to fight in America.
·The Privateering Resolution was passed in March 1776, allowing colonists "to fit out armed vessels to cruize [sic] on the enemies of these United Colonies."
·On May 15, 1776, the Virginia Convention passed a resolution which instructed delegates sent to the Continental Congress on behalf of Virginia to propose U.S. independence.
·In Philadelphia on June 7, 1776, Richard Henry Lee, a Virginian delegate to the Continental Congress, made a clear call for independence, reading his resolution beginning: "Resolved: That these United Colonies are, and of right ought to be, free and independent States, that they are absolved from all allegiance to the British Crown, and that all political connection between them and the State of Great Britain is, and ought to be, totally dissolved.” This became known as the Lee Resolution.
·After the Lee Resolution, a “Committee of Five” was appointed to draft a statement presenting the colonies’ case for independence. These five men were John Adams of Massachusetts, Roger Sherman of Connecticut, Benjamin Franklin of Pennsylvania, Robert R. Livingston of New York, and Thomas Jefferson of Virginia, who wrote the document with corrections from Franklin and Adams.
·On July 1, 1776, the Continental Congress reconvened, with 12 of the 13 colonies adopting the Lee Resolution (New York abstained from voting). They then began consideration of the Declaration of Independence, resulting in slight alterations and deletions, but ultimately adopting the document in the late morning of July 4 after spending all of the previous day in deliberations.
132
·The Declaration of Independence contains five parts: the introduction, which states that the document will “declare” the “causes” making independence necessary; the preamble, which sets out principles “already recognized to be ‘self-evident’ by most 18th-century Englishmen;" a two-section body, providing evidence of the abuses perpetuated by the British Empire unto the colonies and the unwillingness of their “British brethren” to engage in any redress of their grievances; and the conclusion, which declares that having sufficiently explained the conditions which make independence necessary, and shown that these conditions exist in America, the colonies are to be independent states and free from all allegiance to the British Crown.
·The first printing of the Declaration of Independence was undertaken by John Dunlap, the official printer to the Continental Congress. It is not known how many copies Dunlap printed on July 4 and 5, though the number has been estimated to be around 200.
·There are 26 copies known to exist of this edition printed by Dunlap, which has come to be referred to as the “Dunlap Broadside.” 21 of these are owned by American institutions, 2 by British institutions, and 3 by private owners.
·By July 6, Benjamin Towne, the printer of the Pennsylvania Evening Post, obtained a copy of the text of the Declaration of Independence and printed it as front-page news, which is the way many Americans would have read the text of the document.
·After Dunlap, other printers began to publish their own broadside (single-sheet) copies, for their own purposes as well as for “official” state purposes. These broadsides often included the printers name and location at the bottom.
·Robert Luist Fowle was an Exeter, New Hampshire printer and Loyalist, who printed a broadside copy of the Declaration of Independence despite his political views.
·Charles Toppan (1796-1874) was an engraver and printer originally from Newburyport, Massachusetts who opened an engraving business in Philadelphia in 1829 that engraved and printed notable U.S. stamps. Toppan was also a founder of the American Bank Note Company.
·Richard Noxon Toppan, son of Charles, was born in Philadelphia on October 17, 1836 and was a trustee of the American Bank Note Company.
·The Underlying Asset has been examined by Larry Sullivan, former head of Rare Books and Special Collections at the Library of Congress.
Notable Features
·The Underlying Asset consists of a July 16, 1776 Exeter, New Hampshire broadside copy of the Declaration of Independence.
·The Underlying Asset does not include the printer’s name at the bottom, but has been attributed to Robert Luist Fowle.
·The Underlying Asset was passed down through generations of the family of Charles Toppan, before its acquisition in 2009.
·The Underlying Asset is one of an estimated twenty July 1776 printings of the Declaration of Independence held in private hands.
·The Underlying Asset was displayed at the National Constitution Center from June 12, 2009 to February 28, 2012.
·The Underlying Asset is in two column format, and is sized approximately 15 1/8 inches by 19 5/8 inches.
·The Underlying Asset exhibits pin holes in three corners, indicating it was posted publicly to spread the important news.
Notable Defects
·The Underlying Asset shows signs of wear consistent with its age.
133
Details
Series 1776 Declaration of Independence | |
Title | Declaration of Independence |
Edition | Exeter, New Hampshire Broadside |
Printer | Robert Luist Fowle |
Date | July 16, 1776 |
Provenance | Charles Toppan |
Rarity | 1 of approximately 20 July 1776 printings held in private hands |
Depreciation
The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1776 Declaration of Independence going forward.
134
RSE ARCHIVE, LLC FINANCIAL STATEMENTS
PAGE
RSE ARCHIVE, LLC AND VARIOUS SERIES:
Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019F-1
Consolidated Statements of Operations for the six months ended June 30, 2020 (unaudited) F-13
and period from inception (January 3, 2019) to June 30, 2019 (unaudited)
Consolidated Statements of Members’ Equity / (Deficit) for the six months ended F-23
June 30, 2020 (unaudited) and period from inception (January 3, 2019) to June 30, 2019
(unaudited)
Consolidated Statements of Cash Flows for the six months ended June 30, 2020 (unaudited) F-29
and period from inception (January 3, 2019) to June 30, 2019 (unaudited)
Notes to Consolidated Financial Statements F-39
Period January 3, 2019 to December 31, 2019 Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting FirmF-67
Consolidated Balance SheetsF-68
Consolidated Statements of OperationsF-71
Consolidated Statements of Members’ Equity F-74
Consolidated Statements of Cash Flows F-76
Notes to Consolidated Financial StatementsF-79
135
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER | |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,450 | $1,600 | $300 | $1,545 | $1,095 |
Pre-paid Insurance | 1,153 | 484 | 155 | 323 | 918 |
Due from the Manager | - | - | - | - | - |
Total Current Assets | 2,603 | 2,084 | 455 | 1,868 | 2,013 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 125,000 | 52,500 | 16,800 | 35,000 | 70,100 |
TOTAL ASSETS | $127,603 | $54,584 | $17,255 | $36,868 | $72,113 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | - | - | - | - | - |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | - | - | - | - | - |
|
|
|
|
|
|
Membership Contributions | 126,600 | 54,100 | 17,100 | 36,600 | 70,740 |
Capital Contribution | 3,068 | 1,749 | 1,095 | 1,396 | 1,900 |
Capital Contribution for loss at Offering close | - | - | - | - | 510 |
Distribution to RSE Archive | - | - | - | (55) | (55) |
Accumulated Deficit | (2,065) | (1,265) | (940) | (1,073) | (982) |
Members' Equity / (Deficit) | 127,603 | 54,584 | 17,255 | 36,868 | 72,113 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $127,603 | $54,584 | $17,255 | $36,868 | $72,113 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-1
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,495 | $1,695 | $1,250 | $1,250 | $1,200 |
Pre-paid Insurance | 169 | 141 | 507 | 272 | 165 |
Due from the Manager | - | - | - | - | - |
Total Current Assets | 1,664 | 1,836 | 1,757 | 1,522 | 1,365 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 12,100 | 10,100 | 55,500 | 29,500 | 17,900 |
TOTAL ASSETS | $13,764 | $11,936 | $57,257 | $31,022 | $19,265 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | - | - | - | - | - |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | - | - | - | - | - |
|
|
|
|
|
|
Membership Contributions | 13,800 | 12,000 | 56,750 | 30,750 | 19,250 |
Capital Contribution | 947 | 911 | 1,701 | 1,404 | 993 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Archive | (205) | (205) | - | - | (150) |
Accumulated Deficit | (778) | (770) | (1,194) | (1,132) | (828) |
Members' Equity / (Deficit) | 13,764 | 11,936 | 57,257 | 31,022 | 19,265 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $13,764 | $11,936 | $57,257 | $31,022 | $19,265 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-2
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Series #APROAK |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,750 | $5,300 | $1,003 | $3,005 | $1,250 |
Pre-paid Insurance | 155 | - | - | - | 669 |
Due from the Manager | - | - | - | 3,550 | - |
Total Current Assets | 1,905 | 5,300 | 1,003 | 6,555 | 1,919 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 11,100 | 500,028 | 44,065 | - | 72,500 |
TOTAL ASSETS | $13,005 | $505,328 | $45,068 | $6,555 | $74,419 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $3,550 | $- |
Due to the Manager for Insurance | - | 2,644 | 386 | - | - |
Income Taxes Payable | - | - | - | 3,005 | - |
Due to the Manager or its Affiliates | - | - | 65 | - | - |
Total Liabilities | - | 2,644 | 451 | 6,555 | - |
|
|
|
|
|
|
Membership Contributions | 13,000 | 505,328 | 45,040 | - | 73,688 |
Capital Contribution | 860 | 2,355 | 671 | - | 1,859 |
Capital Contribution for loss at Offering close | - | - | 10 | - | 63 |
Distribution to RSE Archive | (150) | - | - | - | - |
Accumulated Deficit | (705) | (4,999) | (1,104) | - | (1,191) |
Members' Equity / (Deficit) | 13,005 | 502,684 | 44,617 | - | 74,419 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $13,005 | $505,328 | $45,068 | $6,555 | $74,419 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-3
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #88JORDAN | Series #BIRKINBOR | Series #33RUTH | Series #SPIDER1 | Series #BATMAN3 |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,003 | $1,203 | $1,003 | $1,003 | $1,003 |
Pre-paid Insurance | - | - | - | - | - |
Due from the Manager | - | - | - | - | - |
Total Current Assets | 1,003 | 1,203 | 1,003 | 1,003 | 1,003 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 20,000 | 50,000 | 74,000 | 20,000 | 75,000 |
TOTAL ASSETS | $21,003 | $51,203 | $75,003 | $21,003 | $76,003 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | 175 | 418 | 634 | 69 | 258 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 175 | 418 | 634 | 69 | 258 |
|
|
|
|
|
|
Membership Contributions | 21,050 | 51,250 | 75,050 | 21,050 | 76,050 |
Capital Contribution | 511 | 435 | 414 | 391 | 390 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Archive | (47) | (47) | (47) | (47) | (47) |
Accumulated Deficit | (686) | (853) | (1,048) | (460) | (648) |
Members' Equity / (Deficit) | 20,827 | 50,785 | 74,369 | 20,934 | 75,745 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $21,003 | $51,203 | $75,003 | $21,003 | $76,003 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-4
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #ULYSSES | Series #ROOSEVELT | Series #56MANTLE | Series #AGHOWL | Series #98JORDAN |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,950 | $400 | $1,050 | $1,703 | $9,272 |
Pre-paid Insurance | 311 | 240 | - | 219 | - |
Due from the Manager | - | - | - | - | 136 |
Total Current Assets | 2,261 | 640 | 1,050 | 1,922 | 9,408 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 22,100 | 17,200 | 9,000 | 15,600 | - |
TOTAL ASSETS | $24,361 | $17,840 | $10,050 | $17,522 | $9,408 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | - | - | 77 | - | - |
Income Taxes Payable | - | - | - | - | 9,408 |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | - | - | 77 | - | 9,408 |
|
|
|
|
|
|
Membership Contributions | 24,050 | 17,797 | 9,400 | 17,500 | - |
Capital Contribution | 718 | 639 | 368 | 612 | - |
Capital Contribution for loss at Offering close | - | - | 650 | - | - |
Distribution to RSE Archive | - | (197) | - | (197) | - |
Accumulated Deficit | (407) | (399) | (445) | (393) | - |
Members' Equity / (Deficit) | 24,361 | 17,840 | 9,973 | 17,522 | - |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $24,361 | $17,840 | $10,050 | $17,522 | $9,408 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-5
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #18ZION | Series #SNOOPY | Series #APOLLO11 | Series #24RUTHBAT | Series #YOKO |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $650 | $800 | $1,050 | $1,003 | $1,750 |
Pre-paid Insurance | 125 | 221 | 277 | - | 176 |
Due from the Manager | - | - | - | - | - |
Total Current Assets | 775 | 1,021 | 1,327 | 1,003 | 1,926 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 13,545 | 24,000 | 30,000 | 250,006 | 12,600 |
TOTAL ASSETS | $14,320 | $25,021 | $31,327 | $251,009 | $14,526 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | - | - | - | 2,134 | - |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager or its Affiliates | 45 | - | - | 6 | - |
Total Liabilities | 45 | - | - | 2,140 | - |
|
|
|
|
|
|
Membership Contributions | 14,150 | 24,745 | 31,050 | 250,538 | 14,500 |
Capital Contribution | 465 | 575 | 595 | 194 | 353 |
Capital Contribution for loss at Offering close | - | 55 | - | 512 | - |
Distribution to RSE Archive | - | - | - | (47) | (150) |
Accumulated Deficit | (340) | (354) | (318) | (2,328) | (177) |
Members' Equity / (Deficit) | 14,275 | 25,021 | 31,327 | 248,869 | 14,526 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $14,320 | $25,021 | $31,327 | $251,009 | $14,526 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-6
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #86JORDAN | Series #HULK1 | Series #RUTHBALL1 | Series #HIMALAYA | Series #38DIMAGGIO |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $8,851 | $300 | $700 | $1,203 | $600 |
Pre-paid Insurance | - | - | - | - | - |
Due from the Manager | 109 | - | - | - | - |
Total Current Assets | 8,960 | 300 | 700 | 1,203 | 600 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | - | 87,006 | 27,006 | 130,000 | 20,006 |
TOTAL ASSETS | $8,960 | $87,306 | $27,706 | $131,203 | $20,606 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | 144 | 190 | 146 | 1,088 | 108 |
Income Taxes Payable | 8,816 | - | - | - | - |
Due to the Manager or its Affiliates | - | 6 | 6 | - | 6 |
Total Liabilities | 8,960 | 196 | 152 | 1,088 | 114 |
|
|
|
|
|
|
Membership Contributions | - | 87,300 | 27,700 | 131,250 | 20,600 |
Capital Contribution | - | 126 | 126 | 116 | 90 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Archive | - | - | - | (47) | - |
Accumulated Deficit | - | (316) | (272) | (1,204) | (198) |
Members' Equity / (Deficit) | - | 87,110 | 27,554 | 130,115 | 20,492 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $8,960 | $87,306 | $27,706 | $131,203 | $20,606 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-7
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #55CLEMENTE | Series #LOTR | Series #CATCHER | Series #BOND1 | Series #SUPER21 |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $600 | $563 | $213 | $463 | $300 |
Pre-paid Insurance | - | - | - | - | - |
Due from the Manager | - | - | - | - | - |
Total Current Assets | 600 | 563 | 213 | 463 | 300 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 36,006 | 27,600 | 11,600 | 37,100 | 7,023 |
TOTAL ASSETS | $36,606 | $28,163 | $11,813 | $37,563 | $7,323 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $- |
Due to the Manager for Insurance | 195 | 70 | 30 | 97 | 11 |
Income Taxes Payable | - | - | - | - | - |
Due to the Manager or its Affiliates | 6 | - | - | - | 23 |
Total Liabilities | 201 | 70 | 30 | 97 | 34 |
|
|
|
|
|
|
Membership Contributions | 36,600 | 28,200 | 11,850 | 37,600 | 7,300 |
Capital Contribution | 90 | 67 | 67 | 67 | 47 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Archive | - | (37) | (37) | (37) | - |
Accumulated Deficit | (285) | (137) | (97) | (164) | (58) |
Members' Equity / (Deficit) | 36,405 | 28,093 | 11,783 | 37,466 | 7,289 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $36,606 | $28,163 | $11,813 | $37,563 | $7,323 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-8
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
| Series #BATMAN1 | Series #BIRKINTAN | Series #GMTBLACK1 | Consolidated |
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and Cash Equivalents | $534 | $700 | $634 | $171,332 |
Pre-paid Insurance | - | - | - | 6,938 |
Due from the Manager | - | - | - | 3,794 |
Total Current Assets | 534 | 700 | 634 | 183,715 |
Other Assets |
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | 178,161 |
Collectible Memorabilia - Owned | 68,577 | 25,244 | 25,030 | 3,759,520 |
TOTAL ASSETS | $69,111 | $25,944 | $25,664 | $4,121,396 |
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
Liabilities |
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts Payable | $- | $- | $- | $108,213 |
Due to the Manager for Insurance | 149 | 42 | 146 | 10,714 |
Income Taxes Payable | - | - | - | 21,229 |
Due to the Manager or its Affiliates | 77 | 244 | 30 | 1,751,883 |
Total Liabilities | 226 | 286 | 176 | 1,892,038 |
|
|
|
|
|
Membership Contributions | 69,100 | 25,700 | 25,700 | 2,231,825 |
Capital Contribution | 43 | 20 | 20 | 40,940 |
Capital Contribution for loss at Offering close | - | - | - | 1,800 |
Distribution to RSE Archive | (66) | - | (66) | - |
Accumulated Deficit | (192) | (62) | (166) | (45,207) |
Members' Equity / (Deficit) | 68,885 | 25,658 | 25,488 | 2,229,358 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $69,111 | $25,944 | $25,664 | $4,121,396 |
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-9
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of June 30, 2020 (unaudited)
See accompanying notes, which are an integral part of these financial statements.
F-10
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,450 | $1,600 | $300 | $1,545 | $1,095 |
Pre-paid Insurance | - | - | - | - | - |
Pre-paid Storage | - | 2 | - | - | 1 |
Total Current Assets | 1,450 | 1,602 | 300 | 1,545 | 1,096 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 125,000 | 52,500 | 16,800 | 35,000 | 70,100 |
TOTAL ASSETS | $126,450 | $54,102 | $17,100 | $36,545 | $71,196 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $13 | $13 | $- |
Due to the Manager for Insurance | 237 | 100 | 32 | 66 | 66 |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 237 | 100 | 45 | 79 | 66 |
|
|
|
|
|
|
Membership Contributions | 126,600 | 54,100 | 17,100 | 36,600 | 70,740 |
Capital Contribution | 220 | 203 | 180 | 154 | 131 |
Capital Contribution for loss at Offering close | - | - | - | - | 510 |
Distribution to RSE Archive | - | - | - | (55) | (55) |
Accumulated Deficit | (607) | (301) | (225) | (233) | (196) |
Members' Equity | 126,213 | 54,002 | 17,055 | 36,466 | 71,130 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $126,450 | $54,102 | $17,100 | $36,545 | $71,196 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-10
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,495 | $1,695 | $1,250 | $1,100 | $1,200 |
Pre-paid Insurance | - | - | - | - | - |
Pre-paid Storage | 1 | 1 | 1 | - | - |
Total Current Assets | 1,496 | 1,696 | 1,251 | 1,100 | 1,200 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 12,100 | 10,100 | 55,500 | 29,500 | 17,900 |
TOTAL ASSETS | $13,596 | $11,796 | $56,751 | $30,600 | $19,100 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $13 | $- |
Due to the Manager for Insurance | 12 | 10 | 104 | 56 | 34 |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 12 | 10 | 104 | 69 | 34 |
|
|
|
|
|
|
Membership Contributions | 13,800 | 12,000 | 56,750 | 30,750 | 19,250 |
Capital Contribution | 131 | 131 | 112 | 110 | 71 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Archive | (205) | (205) | - | - | (150) |
Accumulated Deficit | (142) | (140) | (215) | (329) | (105) |
Members' Equity | 13,584 | 11,786 | 56,647 | 30,531 | 19,066 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $13,596 | $11,796 | $56,751 | $30,600 | $19,100 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-11
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Consolidated | |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,750 | $5,300 | $1,050 | $1,600 | $24,459 |
Pre-paid Insurance | - | - | - | - | - |
Pre-paid Storage | 1 | - | 2 | 1 | 1,881 |
Total Current Assets | 1,751 | 5,300 | 1,052 | 1,601 | 26,340 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | 282,250 |
Collectible Memorabilia - Owned | 11,100 | 500,028 | 44,000 | 27,500 | 1,301,928 |
TOTAL ASSETS | $12,851 | $505,328 | $45,052 | $29,101 | $1,610,518 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $130 |
Due to the Manager for Insurance | 11 | 949 | 83 | 52 | 2,607 |
Due to the Manager or its Affiliates | - | - | - | - | 577,500 |
Total Liabilities | 11 | 949 | 83 | 52 | 580,237 |
|
|
|
|
|
|
Membership Contributions | 13,000 | 505,328 | 45,040 | 29,100 | 1,030,158 |
Capital Contribution | 63 | 16 | 5 | 4 | 7,644 |
Capital Contribution for loss at Offering close | - | - | 10 | - | 520 |
Distribution to RSE Archive | (150) | - | - | - | - |
Accumulated Deficit | (73) | (965) | (86) | (55) | (8,041) |
Members' Equity | 12,840 | 504,379 | 44,969 | 29,049 | 1,030,281 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $12,851 | $505,328 | $45,052 | $29,101 | 1,610,518 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-12
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-13
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Operating Expenses |
|
|
|
|
|
Storage | $- | $3 | $- | $- | $1 |
Transportation | - | - | - | - | - |
Insurance | 859 | 361 | 115 | 240 | 185 |
Professional Fees | 600 | 600 | 600 | 600 | 600 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 1,459 | 964 | 715 | 840 | 786 |
Operating Loss | (1,459) | (964) | (715) | (840) | (786) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (1,459) | (964) | (715) | (840) | (786) |
Provision for Income Taxes | - | - | - | - | - |
Net income/(loss) | $(1,459) | $(964) | $(715) | $(840) | $(786) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(1.46) | $(0.48) | $(0.36) | $(0.84) | $(0.26) |
See accompanying notes, which are an integral part of these financial statements.
F-13
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Operating Expenses |
|
|
|
|
|
Storage | $1 | $1 | $1 | $- | $- |
Transportation | - | - | - | - | - |
Insurance | 34 | 29 | 378 | 203 | 123 |
Professional Fees | 600 | 600 | 600 | 600 | 600 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 635 | 630 | 979 | 803 | 723 |
Operating Loss | (635) | (630) | (979) | (803) | (723) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (635) | (630) | (979) | (803) | (723) |
Provision for Income Taxes | - | - | - | - | - |
Net income/(loss) | $(635) | $(630) | $(979) | $(803) | $(723) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(3.18) | $(3.15) | $(0.98) | $(0.40) | $(0.72) |
See accompanying notes, which are an integral part of these financial statements.
F-14
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Series #APROAK |
Operating Expenses |
|
|
|
|
|
Storage | $1 | $- | $4 | $1 | $- |
Transportation | - | - | 65 | - | - |
Insurance | 31 | 3,435 | 302 | 41 | 597 |
Professional Fees | 600 | 600 | 600 | 121 | 594 |
Marketing Expense | - | - | 47 | 47 | - |
Total Operating Expenses | 632 | 4,035 | 1,018 | 210 | 1,191 |
Operating Loss | (632) | (4,035) | (1,018) | (210) | (1,191) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | (8,950) | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (632) | (4,035) | (1,018) | 8,740 | (1,191) |
Provision for Income Taxes | - | - | - | 3,005 | - |
Net income/(loss) | $(632) | $(4,035) | $(1,018) | $5,735 | $(1,191) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.32) | $(0.40) | $(0.51) | $2.87 | $(1.19) |
See accompanying notes, which are an integral part of these financial statements.
F-15
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #88JORDAN | Series #BIRKINBOR | Series #33RUTH | Series #SPIDER1 | Series #BATMAN3 |
Operating Expenses |
|
|
|
|
|
Storage | $1 | $- | $- | $1 | $- |
Transportation | - | - | - | - | - |
Insurance | 175 | 418 | 634 | 69 | 258 |
Professional Fees | 510 | 435 | 414 | 390 | 390 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 686 | 853 | 1,048 | 460 | 648 |
Operating Loss | (686) | (853) | (1,048) | (460) | (648) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (686) | (853) | (1,048) | (460) | (648) |
Provision for Income Taxes | - | - | - | - | - |
Net income/(loss) | $(686) | $(853) | $(1,048) | $(460) | $(648) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.34) | $(0.43) | $(0.52) | $(0.46) | $(0.65) |
See accompanying notes, which are an integral part of these financial statements.
F-16
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #ULYSSES | Series #ROOSEVELT | Series #56MANTLE | Series #AGHOWL | Series #98JORDAN |
Operating Expenses |
|
|
|
|
|
Storage | $- | $1 | $- | $- | $- |
Transportation | - | - | - | - | - |
Insurance | 36 | 27 | 77 | 25 | 209 |
Professional Fees | 371 | 371 | 368 | 368 | 165 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 407 | 399 | 445 | 393 | 374 |
Operating Loss | (407) | (399) | (445) | (393) | (374) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | (44,935) |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (407) | (399) | (445) | (393) | 44,561 |
Provision for Income Taxes | - | - | - | - | 9,408 |
Net income/(loss) | $(407) | $(399) | $(445) | $(393) | $35,153 |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.81) | $(0.40) | $(0.04) | $(0.79) | $17.58 |
See accompanying notes, which are an integral part of these financial statements.
F-17
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #18ZION | Series #SNOOPY | Series #APOLLO11 | Series #24RUTHBAT | Series #YOKO |
Operating Expenses |
|
|
|
|
|
Storage | $- | $- | $- | $- | $- |
Transportation | - | - | - | - | - |
Insurance | 43 | 74 | 78 | 2,134 | 9 |
Professional Fees | 297 | 280 | 240 | 194 | 168 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 340 | 354 | 318 | 2,328 | 177 |
Operating Loss | (340) | (354) | (318) | (2,328) | (177) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (340) | (354) | (318) | (2,328) | (177) |
Provision for Income Taxes | - | - | - | - | - |
Net income/(loss) | $(340) | $(354) | $(318) | $(2,328) | $(177) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.68) | $(0.18) | $(0.32) | $(0.78) | $(0.88) |
See accompanying notes, which are an integral part of these financial statements.
F-18
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #86JORDAN | Series #HULK1 | Series #RUTHBALL1 | Series #HIMALAYA | Series #38DIMAGGIO |
Operating Expenses |
|
|
|
|
|
Storage | $- | $- | $- | $- | $- |
Transportation | - | - | - | - | - |
Insurance | 144 | 190 | 146 | 1,088 | 108 |
Professional Fees | 61 | 126 | 126 | 116 | 90 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 205 | 316 | 272 | 1,204 | 198 |
Operating Loss | (205) | (316) | (272) | (1,204) | (198) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | (41,948) | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | 41,743 | (316) | (272) | (1,204) | (198) |
Provision for Income Taxes | 8,816 | - | - | - | - |
Net income/(loss) | $32,927 | $(316) | $(272) | $(1,204) | $(198) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $32.93 | $(0.16) | $(0.14) | $(0.60) | $(0.20) |
See accompanying notes, which are an integral part of these financial statements.
F-19
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #55CLEMENTE | Series #LOTR | Series #CATCHER | Series #BOND1 | Series #SUPER21 |
Operating Expenses |
|
|
|
|
|
Storage | $- | $- | $- | $- | $- |
Transportation | - | - | - | - | - |
Insurance | 195 | 70 | 30 | 97 | 11 |
Professional Fees | 90 | 67 | 67 | 67 | 47 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 285 | 137 | 97 | 164 | 58 |
Operating Loss | (285) | (137) | (97) | (164) | (58) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Purchase Option Expense | - | - | - | - | - |
Other Income |
|
|
|
|
|
Gain on Sale | - | - | - | - | - |
Loss on Sale | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (285) | (137) | (97) | (164) | (58) |
Provision for Income Taxes | - | - | - | - | - |
Net income/(loss) | $(285) | $(137) | $(97) | $(164) | $(58) |
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.29) | $(0.14) | $(0.19) | $(0.16) | $(0.01) |
See accompanying notes, which are an integral part of these financial statements.
F-20
RSE ARCHIVE, LLC
Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020
| Series #BATMAN1 | Series #BIRKINTAN | Series #GMTBLACK1 | Consolidated |
Operating Expenses |
|
|
|
|
Storage | $- | $- | $- | $4,771 |
Transportation | - | - | - | 402 |
Insurance | 149 | 42 | 146 | 15,779 |
Professional Fees | 43 | 20 | 20 | 14,412 |
Marketing Expense | - | - | - | 2,586 |
Total Operating Expenses | 192 | 62 | 166 | 37,950 |
Operating Loss | (192) | (62) | (166) | (37,950) |
Other Expenses |
|
|
|
|
Interest Expense and Financing Fees | - | - | - | 60 |
Purchase Option Expense | - | - | - | - |
Other Income |
|
|
|
|
Gain on Sale | - | - | - | (95,833) |
Loss on Sale | - | - | - | - |
Income / (Loss) Before Income Taxes | (192) | (62) | (166) | 57,823 |
Provision for Income Taxes | - | - | - | 21,229 |
Net income/(loss) | $(192) | $(62) | $(166) | $36,594 |
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.19) | $(0.06) | $(0.17) |
|
|
See accompanying notes, which are an integral part of these financial statements.
F-21
RSE ARCHIVE, LLC
Consolidated Statement of Operations (unaudited)
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)
| Consolidated |
Operating Expenses |
|
Storage | $- |
Transportation | - |
Insurance | - |
Professional Fees | - |
Marketing Expense | - |
Total Operating Expenses | - |
Operating Loss | - |
Other Expenses |
|
Interest Expense and Financing Fees | - |
Purchase Option Expense | - |
Other Income |
|
Gain on Sale | - |
Loss on Sale | - |
Income / (Loss) Before Income Taxes | - |
Provision for Income Taxes | - |
Net income/(loss) | $- |
|
|
See accompanying notes, which are an integral part of these financial statements.
F-22
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)
| Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Balance December 31, 2019 | $126,213 | $54,002 | $17,055 | $36,465 | $71,130 |
Distribution | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | 2,849 | 1,546 | 915 | 1,243 | 1,769 |
Distribution to RSE Archive | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (1,459) | (964) | (715) | (840) | (786) |
Balance June 30, 2020 | $127,603 | $54,584 | $17,255 | $36,868 | $72,113 |
|
|
|
|
|
|
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Balance December 31, 2019 | $13,583 | $11,785 | $56,646 | $30,531 | $19,066 |
Distribution | - | - | - | - | - |
Membership Contributions | - | - | - | - | - |
Capital Contribution | 816 | 781 | 1,590 | 1,294 | 922 |
Distribution to RSE Archive | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (635) | (630) | (979) | (803) | (723) |
Balance June 30, 2020 | $13,764 | $11,936 | $57,257 | $31,022 | $19,265 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-23
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Series #APROAK |
Balance December 31, 2019 | $12,839 | $504,380 | $44,968 | $29,049 | $- |
Distribution | - | - | - | (38,595) | - |
Membership Contributions | - | - | - | - | 73,688 |
Capital Contribution | 798 | 2,339 | 667 | 3,811 | 1,859 |
Distribution to RSE Archive | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (632) | (4,035) | (1,018) | 5,735 | (1,191) |
Balance June 30, 2020 | $13,005 | $502,684 | $44,617 | $- | $74,419 |
|
|
|
|
|
|
| Series #88JORDAN | Series #BIRKINBOR | Series #33RUTH | Series #SPIDER1 | Series #BATMAN3 |
Balance December 31, 2019 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | - |
Membership Contributions | 21,050 | 51,250 | 75,050 | 21,050 | 76,050 |
Capital Contribution | 511 | 435 | 414 | 391 | 390 |
Distribution to RSE Archive | (47) | (47) | (47) | (47) | (47) |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (686) | (853) | (1,048) | (460) | (648) |
Balance June 30, 2020 | $20,827 | $50,785 | $74,369 | $20,934 | $75,745 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-24
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)
| Series #ULYSSES | Series #ROOSEVELT | Series #56MANTLE | Series #AGHOWL | Series #98JORDAN |
Balance December 31, 2019 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | (157,328) |
Membership Contributions | 24,050 | 17,797 | 9,400 | 17,500 | 121,600 |
Capital Contribution | 718 | 639 | 368 | 612 | 439 |
Distribution to RSE Archive | - | (197) | - | (197) | - |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (407) | (399) | (445) | (393) | 35,153 |
Balance June 30, 2020 | $24,361 | $17,840 | $9,973 | $17,522 | $(136) |
|
|
|
|
|
|
| Series #18ZION | Series #SNOOPY | Series #APOLLO11 | Series #24RUTHBAT | Series #YOKO |
Balance December 31, 2019 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | - |
Membership Contributions | 14,150 | 24,745 | 31,050 | 250,538 | 14,500 |
Capital Contribution | 465 | 575 | 595 | 194 | 353 |
Distribution to RSE Archive | - | - | - | (47) | (150) |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (340) | (354) | (318) | (2,328) | (177) |
Balance June 30, 2020 | $14,275 | $25,021 | $31,327 | $248,869 | $14,526 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-25
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)
| Series #86JORDAN | Series #HULK1 | Series #RUTHBALL1 | Series #HIMALAYA | Series #38DIMAGGIO |
Balance December 31, 2019 | $- | $- | $- | $- | $- |
Distribution | (71,649) | - | - | - | - |
Membership Contributions | 38,500 | 87,300 | 27,700 | 131,250 | 20,600 |
Capital Contribution | 222 | 126 | 126 | 116 | 90 |
Distribution to RSE Archive | - | - | - | (47) | - |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | 32,927 | (316) | (272) | (1,204) | (198) |
Balance June 30, 2020 | $- | $87,110 | $27,554 | $130,115 | $20,492 |
|
|
|
|
|
|
| Series #55CLEMENTE | Series #LOTR | Series #CATCHER | Series #BOND1 | Series #SUPER21 |
Balance December 31, 2019 | $- | $- | $- | $- | $- |
Distribution | - | - | - | - | - |
Membership Contributions | 36,600 | 28,200 | 11,850 | 37,600 | 7,300 |
Capital Contribution | 90 | 67 | 67 | 67 | 47 |
Distribution to RSE Archive | - | (37) | (37) | (37) | - |
Distribution to Series | - | - | - | - | - |
Net Income / (Loss) | (285) | (137) | (97) | (164) | (58) |
Balance June 30, 2020 | $36,405 | $28,093 | $11,783 | $37,466 | $7,289 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-26
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)
| Series #BATMAN1 | Series #BIRKINTAN | Series #GMTBLACK1 | Consolidated |
Balance December 31, 2019 | $- | $- | $- | $1,030,281 |
Distribution | - | - | - | (267,572) |
Membership Contributions | 69,100 | 25,700 | 25,700 | 1,390,867 |
Capital Contribution | 43 | 20 | 20 | 37,907 |
Distribution to RSE Archive | (66) | - | (66) | - |
Distribution to Series | - | - | - | - |
Net Income / (Loss) | (192) | (62) | (166) | 36,595 |
Balance June 30, 2020 | $68,885 | $25,658 | $25,488 | $2,229,358 |
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-27
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)
| Consolidated |
Balance January 3, 2019 | $- |
Distribution | - |
Membership Contributions | - |
Capital Contribution | - |
Distribution to RSE Archive | - |
Distribution to Series | - |
Net Income / (Loss) | - |
Balance June 30, 2019 | $- |
|
|
See accompanying notes, which are an integral part of these financial statements.
F-28
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(1,459) | $(964) | $(715) | $(840) | $(786) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 2,849 | 1,546 | 915 | 1,243 | 1,769 |
Prepaid Insurance | (1,153) | (484) | (155) | (323) | (918) |
Prepaid Storage | - | 2 | - | - | 1 |
Due to the Manager for Insurance | (237) | (100) | (32) | (67) | (66) |
Income Tax Payable | - | - | - | - | - |
Accounts Payable | - | - | (13) | (13) | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | - | - | - | - | - |
Proceeds from Sale of Asset | - | - | - | - | - |
Net cash used in investing activities | - | - | - | - | - |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | - | - | - | - | - |
Due to the manager and other affiliates | - | - | - | - | - |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | - |
Distribution to RSE Archive | - | - | - | - | - |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | - | - | - | - | - |
|
|
|
|
|
|
Net change in cash | - | - | - | - | - |
Cash beginning of period | 1,450 | 1,600 | 300 | 1,545 | 1,095 |
Cash end of period | $1,450 | $1,600 | $300 | $1,545 | $1,095 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-29
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(635) | $(630) | $(979) | $(803) | $(723) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 816 | 780 | 1,590 | 1,294 | 922 |
Prepaid Insurance | (169) | (141) | (507) | (272) | (165) |
Prepaid Storage | - | 1 | 1 | - | - |
Due to the Manager for Insurance | (12) | (10) | (105) | (56) | (34) |
Income Tax Payable | - | - | - | - | - |
Accounts Payable | - | - | - | (13) | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | 150 | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | - | - | - | - | - |
Proceeds from Sale of Asset | - | - | - | - | - |
Net cash used in investing activities | - | - | - | - | - |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | - | - | - | - | - |
Due to the manager and other affiliates | - | - | - | - | - |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | - |
Distribution to RSE Archive | - | - | - | - | - |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | - | - | - | - | - |
|
|
|
|
|
|
Net change in cash | - | - | - | 150 | - |
Cash beginning of period | 1,495 | 1,695 | 1,250 | 1,100 | 1,200 |
Cash end of period | $1,495 | $1,695 | $1,250 | $1,250 | $1,200 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-30
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Series #APROAK |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(632) | $(4,035) | $(1,018) | $5,735 | $(1,191) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 798 | 2,339 | 667 | 261 | 1,860 |
Prepaid Insurance | (155) | - | - | - | (669) |
Prepaid Storage | 1 | - | 2 | 1 | - |
Due to the Manager for Insurance | (12) | 1,696 | 302 | (52) | - |
Income Tax Payable | - | - | - | 3,005 | - |
Accounts Payable | - | - | - | 3,550 | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | (47) | 3,550 | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | - | - | (65) | - | (72,500) |
Proceeds from Sale of Asset | - | - | - | 40,000 | - |
Net cash used in investing activities | - | - | (65) | 1,405 | (72,500) |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | - | - | - | - | 73,688 |
Due to the manager and other affiliates | - | - | 65 | - | - |
Due from the manager | - | - | - | (3,550) | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | 63 |
Distribution to RSE Archive | - | - | - | - | - |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | - | - | 65 | (3,550) | 73,750 |
|
|
|
|
|
|
Net change in cash | - | - | (47) | 1,405 | 1,250 |
Cash beginning of period | 1,750 | 5,300 | 1,050 | 1,600 | - |
Cash end of period | $1,750 | $5,300 | $1,003 | $3,005 | $1,250 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-31
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #88JORDAN | Series #BIRKINBOR | Series #33RUTH | Series #SPIDER1 | Series #BATMAN3 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(686) | $(853) | $(1,048) | $(460) | $(648) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 511 | 435 | 414 | 391 | 390 |
Prepaid Insurance | - | - | - | - | - |
Prepaid Storage | - | - | - | - | - |
Due to the Manager for Insurance | 175 | 418 | 634 | 69 | 258 |
Income Tax Payable | - | - | - | - | - |
Accounts Payable | - | - | - | - | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | (20,000) | (50,000) | (74,000) | (20,000) | (75,000) |
Proceeds from Sale of Asset | - | - | - | - | - |
Net cash used in investing activities | (20,000) | (50,000) | (74,000) | (20,000) | (75,000) |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | 21,050 | 51,250 | 75,050 | 21,050 | 76,050 |
Due to the manager and other affiliates | - | - | - | - | - |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | - |
Distribution to RSE Archive | (47) | (47) | (47) | (47) | (47) |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | 21,003 | 51,203 | 75,003 | 21,003 | 76,003 |
|
|
|
|
|
|
Net change in cash | 1,003 | 1,203 | 1,003 | 1,003 | 1,003 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | $1,003 | $1,203 | $1,003 | $1,003 | $1,003 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-32
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #ULYSSES | Series #ROOSEVELT | Series #56MANTLE | Series #AGHOWL | Series #98JORDAN |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(407) | $(399) | $(445) | $(393) | $35,153 |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 718 | 639 | 368 | 612 | 374 |
Prepaid Insurance | (311) | (240) | - | (219) | - |
Prepaid Storage | - | - | - | - | - |
Due to the Manager for Insurance | - | - | 77 | - | - |
Income Tax Payable | - | - | - | - | 9,408 |
Accounts Payable | - | - | - | - | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | (22,100) | (17,200) | (9,000) | (15,600) | (120,065) |
Proceeds from Sale of Asset | - | - | - | - | 165,000 |
Net cash used in investing activities | (22,100) | (17,200) | (9,000) | (15,600) | (112,393) |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | 24,050 | 17,797 | 9,400 | 17,500 | 121,600 |
Due to the manager and other affiliates | - | - | - | - | 65 |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | 650 | - | - |
Distribution to RSE Archive | - | (197) | - | (197) | - |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | 24,050 | 17,600 | 10,050 | 17,303 | 121,665 |
|
|
|
|
|
|
Net change in cash | 1,950 | 400 | 1,050 | 1,703 | 9,272 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | $1,950 | $400 | $1,050 | $1,703 | $9,272 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-33
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #18ZION | Series #SNOOPY | Series #APOLLO11 | Series #24RUTHBAT | Series #YOKO |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(340) | $(354) | $(318) | $(2,328) | $(177) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 465 | 575 | 595 | 194 | 353 |
Prepaid Insurance | (125) | (221) | (277) | - | (176) |
Prepaid Storage | - | - | - | - | - |
Due to the Manager for Insurance | - | - | - | 2,134 | - |
Income Tax Payable | - | - | - | - | - |
Accounts Payable | - | - | - | - | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | (13,545) | (24,000) | (30,000) | (250,006) | (12,600) |
Proceeds from Sale of Asset | - | - | - | - | - |
Net cash used in investing activities | (13,545) | (24,000) | (30,000) | (250,006) | (12,600) |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | 14,150 | 24,745 | 31,050 | 250,538 | 14,500 |
Due to the manager and other affiliates | 45 | - | - | 6 | - |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | 55 | - | 512 | - |
Distribution to RSE Archive | - | - | - | (47) | (150) |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | 14,195 | 24,800 | 31,050 | 251,009 | 14,350 |
|
|
|
|
|
|
Net change in cash | 650 | 800 | 1,050 | 1,003 | 1,750 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | $650 | $800 | $1,050 | $1,003 | $1,750 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-34
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #86JORDAN | Series #HULK1 | Series #RUTHBALL1 | Series #HIMALAYA | Series #38DIMAGGIO |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $32,927 | $(316) | $(272) | $(1,204) | $(198) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 61 | 126 | 126 | 116 | 90 |
Prepaid Insurance | - | - | - | - | - |
Prepaid Storage | - | - | - | - | - |
Due to the Manager for Insurance | 144 | 190 | 146 | 1,088 | 108 |
Income Tax Payable | 8,816 | - | - | - | - |
Accounts Payable | - | - | - | - | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | (38,052) | (87,006) | (27,006) | (130,000) | (20,006) |
Proceeds from Sale of Asset | 80,000 | - | - | - | - |
Net cash used in investing activities | (29,701) | (87,006) | (27,006) | (130,000) | (20,006) |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | 38,500 | 87,300 | 27,700 | 131,250 | 20,600 |
Due to the manager and other affiliates | 52 | 6 | 6 | - | 6 |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | - |
Distribution to RSE Archive | - | - | - | (47) | - |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | 38,552 | 87,306 | 27,706 | 131,203 | 20,606 |
|
|
|
|
|
|
Net change in cash | 8,851 | 300 | 700 | 1,203 | 600 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | $8,851 | $300 | $700 | $1,203 | $600 |
See accompanying notes, which are an integral part of these financial statements.
F-35
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #55CLEMENTE | Series #LOTR | Series #CATCHER | Series #BOND1 | Series #SUPER21 |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) / Income | $(285) | $(137) | $(97) | $(164) | $(58) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 90 | 67 | 67 | 67 | 47 |
Prepaid Insurance | - | - | - | - | - |
Prepaid Storage | - | - | - | - | - |
Due to the Manager for Insurance | 195 | 70 | 30 | 97 | 11 |
Income Tax Payable | - | - | - | - | - |
Accounts Payable | - | - | - | - | - |
Accrual of Interest | - | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Repayment of investments in memorabilia upon Offering close | - | - | - | - | - |
Investment in memorabilia | (36,006) | (27,600) | (11,600) | (37,100) | (7,023) |
Proceeds from Sale of Asset | - | - | - | - | - |
Net cash used in investing activities | (36,006) | (27,600) | (11,600) | (37,100) | (7,023) |
|
|
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | 36,600 | 28,200 | 11,850 | 37,600 | 7,300 |
Due to the manager and other affiliates | 6 | - | - | - | 23 |
Due from the manager | - | - | - | - | - |
Distribution to Series | - | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | - |
Distribution to RSE Archive | - | (37) | (37) | (37) | - |
Proceeds from Loans | - | - | - | - | - |
Repayment of Loans | - | - | - | - | - |
Net cash used in financing activities | 36,606 | 28,163 | 11,813 | 37,563 | 7,323 |
|
|
|
|
|
|
Net change in cash | 600 | 563 | 213 | 463 | 300 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | $600 | $563 | $213 | $463 | $300 |
See accompanying notes, which are an integral part of these financial statements.
F-36
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
| Series #BATMAN1 | Series #BIRKINTAN | Series #GMTBLACK1 | Consolidated |
Cash Flows from Operating Activities: |
|
|
|
|
Net (Loss) / Income | $(192) | $(62) | $(166) | $36,594 |
Adjustments to Net cash used in operating activities |
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 43 | 20 | 20 | 33,996 |
Prepaid Insurance | - | - | - | (6,938) |
Prepaid Storage | - | - | - | 231 |
Due to the Manager for Insurance | 149 | 42 | 146 | 8,107 |
Income Tax Payable | - | - | - | 21,229 |
Accounts Payable | - | - | - | 108,083 |
Accrual of Interest | - | - | - | - |
Net cash (used in) / provided by operating activities | - | - | - | 105,469 |
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
Deposits on memorabilia | - | - | - | 104,089 |
Repayment of investments in memorabilia upon Offering close | - | - | - | - |
Investment in memorabilia | (68,577) | (25,244) | (25,030) | (2,643,209) |
Proceeds from Sale of Asset | - | - | - | 285,000 |
Net cash used in investing activities | (68,577) | (25,244) | (25,030) | (2,521,692) |
|
|
|
|
|
|
|
|
| |
Proceeds from sale of membership interests | 69,100 | 25,700 | 25,700 | 1,390,867 |
Due to the manager and other affiliates | 77 | 244 | 30 | 1,174,499 |
Due from the manager | - | - | - | (3,550) |
Distribution to Series | - | - | - | - |
Contribution from Series to RSE Archive | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | 1,280 |
Distribution to RSE Archive | (66) | - | (66) | - |
Proceeds from Loans | - | - | - | - |
Repayment of Loans | - | - | - | - |
Net cash used in financing activities | 69,111 | 25,944 | 25,664 | 2,563,096 |
|
|
|
|
|
Net change in cash | 534 | 700 | 634 | 146,873 |
Cash beginning of period | - | - | - | 24,459 |
Cash end of period | $534 | $700 | $634 | $171,332 |
See accompanying notes, which are an integral part of these financial statements.
F-37
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2020 (unaudited)
See accompanying notes, which are an integral part of these financial statements.
F-38
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)
|
|
|
|
|
| Consolidated |
Cash Flows from Operating Activities: |
|
Net (Loss) / Income | $- |
Adjustments to Net cash used in operating activities |
|
Expenses Paid by Manager and Contributed to the Company / Series | - |
Prepaid Insurance | - |
Prepaid Storage | - |
Due to the Manager for Insurance | - |
Income Tax Payable | - |
Accounts Payable | - |
Accrual of Interest | - |
Net cash (used in) / provided by operating activities | - |
|
|
Cash flow from investing activities: |
|
Deposits on memorabilia | - |
Repayment of investments in memorabilia upon Offering close | - |
Investment in memorabilia | (130,000) |
Proceeds from Sale of Asset | - |
Net cash used in investing activities | (130,000) |
|
|
| |
Proceeds from sale of membership interests | - |
Due to the manager and other affiliates | 150,000 |
Distribution to Series | - |
Contribution from Series to RSE Archive | - |
Contribution related to Offering Closings and Asset Sales | - |
Contribution by Manager for future operating expenses | - |
Proceeds from Loans | - |
Repayment of Loans | - |
Net cash used in financing activities | 150,000 |
|
|
Net change in cash | 20,000 |
Cash beginning of period | - |
Cash end of period | $20,000 |
|
|
See accompanying notes, which are an integral part of these financial statements.
F-38
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
RSE Archive, LLC (the “Company,” “RSE Archive,” “we,” “us,” or “our”) is a Delaware series limited liability company formed on January 3, 2019. RSE Archive Manager, LLC, a single member Delaware limited liability company formed on March 27, 2019 and owned by RSE Markets, Inc., is the manager of the Company (the “Manager”). RSE Markets, Inc. serves as the asset manager for the collection of collectible memorabilia owned by the Company and each series (the “Asset Manager”). The Company’s core business is the identification, acquisition, marketing and management of a collection of collectible memorabilia, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series”). The Series assets referenced below may be referred to herein, collectively, as the “Underlying Assets”, and each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. The interests of all Series may collectively be referred to herein as the “Interests” and a purchaser of Interests in any Series (an “Investor” or “Interest Holder”) will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.
The Asset Manager is a Delaware corporation formed on April 28, 2016. The Asset Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company, through the Manager, and the assets owned by the Company in its roles as the Asset Manager of each Series. The Asset Manager is the owner of the Manager.
The Company intends to sell Interests in a number of separate individual Series of the Company collectively referred to herein as the “Offerings.” Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing (the “Closing”) of an Offering related to that particular Series are a single Underlying Asset (plus any cash reserves for future operating expenses (the “Operating Expenses,” as described in Note B(5)), as well as certain liabilities related to expenses pre-paid by the Asset Manager.
All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).
OPERATING AGREEMENT
General:
In accordance with the Operating Agreement each Interest Holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.
Operating Expenses:
After the Closing of an Offering, each Series is responsible for its own Operating Expenses (as described in Note B(5)). Prior to the Closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-Closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (the “Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new Investors, and may include the Manager or its affiliates or the Asset Manager.
Fees:
Sourcing Fee: The Manager expects to receive a fee at the Closing of each successful Offering for its services of sourcing the Underlying Asset (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.
F-39
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Brokerage Fee: For all Series qualified up to the date of this filing the broker of record (the “BOR”) received a fee (the “Brokerage Fee”) of 0.75% of the cash from Offering for facilitating the sale of securities.
Custody Fee: In respect to current Offerings, the custodian of Interests (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an Offering (the “Custody Fee”).
Free Cash Flow Distributions:
At the discretion of the Manager, a Series may make distributions of Free Cash Flow (as described in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.
In the case that Free Cash Flow (as described in Note F) is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.
Other:
The Manager is responsible for covering its own expenses.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.
On a total consolidated basis, the Company generated a net loss of $8,041 for the year ended December 31, 2019. On a total consolidated basis, the Company had generated net income of $36,594 for the six months ended June 30, 2020. On a total consolidated basis, the Company has negative working capital of $1,708,323 and $553,897 as of June 30, 2020 and December 31, 2019, respectively, and an accumulated deficit of $45,207 and $8,041 as of June 30, 2020 and December 31, 2019. Additionally, each listed Series for which an Underlying Asset was owned as of June 30, 2020 and as of December 31, 2019 has incurred net losses since their respective dates of acquisition and have an accumulated deficit as of June 30, 2020 and as of December 31, 2019.
All of the liabilities on the balance sheet as of June 30, 2020 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future Offerings for the various Series of Interests. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due, including the obligations of each listed Series. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.
Through June 30, 2020 and December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans include anticipating that it will commence commercializing the collection in 2021. Each Series will continue to incur Operating Expenses (as described in Note B(5)) including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. The New York City showroom has been closed since March 2020 due to the COVID-19 pandemic but is expected to reopen in the fourth quarter 2020. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of June 30, 2020.
At June 30, 2020 vs. December 31, 2019, the Company and the Series for which Closings had occurred, had the following cash balances:
F-40
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Cash Balance | |||
Applicable Series | Asset | 6/30/2020 | 12/31/2019 |
Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | $1,450 | $1,450 |
Series #71MAYS | 1971 Willie Mays Jersey | 1,600 | 1,600 |
Series #RLEXPEPSI | Rolex GMT Master II | 300 | 300 |
Series #10COBB | 1910 Ty Cobb Card | 1,545 | 1,545 |
Series #TWOCITIES | First Edition A Tale of Two Cities | 1,495 | 1,495 |
Series #FROST | First Edition A Boy's Will | 1,695 | 1,695 |
Series #BIRKINBLU | Bleu Saphir Lizard Hermès Birkin | 1,250 | 1,250 |
Series #SMURF | Rolex Submariner "Smurf" | 1,250 | 1,100 |
Series #70RLEX | 1970 Rolex Beta 21 | 1,200 | 1,200 |
Series #EINSTEIN | First Edition of Philosopher-Scientist | 1,750 | 1,750 |
Series #HONUS | 1909-11 Honus Wagner Card | 5,300 | 5,300 |
Series #75ALI | 1975 Muhammad Ali Boots | 1,003 | 1,050 |
Series #71ALI | 1971 “Fight of the Century” Contract | 3,005 | 1,600 |
Series #APROAK | Audemars Piguet Royal Oak Jumbo A-Series Ref.5402 | 1,250 | - |
Series #88JORDAN | 1988 Michael Jordan Nike Air Jordan III Sneakers | 1,003 | - |
Series #BIRKINBOR | 2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware | 1,203 | - |
Series #33RUTH | 1933 Goudey #144 Babe Ruth Card | 1,003 | - |
Series #BATMAN3 | 1940 D.C. Comics Batman #3 CGC NM 9.4 | 1,003 | - |
Series #56MANTLE | 1956 Topps #135 Mickey Mantle Card | 1,050 | - |
Series #AGHOWL | First Edition Howl and Other Poems | 1,703 | - |
Series #98JORDAN | 1998 Michael Jordan Jersey | 9,272 | - |
Series #18ZION | 2018 Zion Williamson Adidas James Harden Sneakers | 650 | - |
Series #SNOOPY | 2015 Omega Speedmaster Moonwatch | 800 | - |
Series #APOLLO11 | Apollo 11 Crew-Signed New York Times Cover | 1,050 | - |
Series #YOKO | First Edition Grapefruit | 1,750 | - |
Series #86JORDAN | 1986 Fleer #57 Michael Jordan Card | 8,851 | - |
Series #HULK1 | 1962 The Incredible Hulk #1 CGC VF 8.0 | 300 | - |
Series #RUTHBALL1 | 1934-39 Official American League Babe Ruth Single Signed Baseball | 700 | - |
Series #HIMALAYA | 2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile | 1,203 | - |
Series #38DIMAGGIO | 1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card | 600 | - |
Series #55CLEMENTE | 1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card | 600 | - |
Series #LOTR | 1954-1955 First Edition, First Issue The Lord of the Rings Trilogy | 563 | - |
Series #CATCHER | 1951 First Edition, First Issue The Catcher in the Rye | 213 | - |
Series #BOND1 | 1953 First Edition, First Issue Casino Royale | 463 | - |
Series #SUPER21 | 1943 Superman #21 CGC VF/NM 9.0 comic book | 300 | - |
Series #BATMAN1 | 1940 D.C. Comics Batman #1 CGC FR/GD 1.5 | 534 | - |
Series #BIRKINTAN | 2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware | 700 | - |
Series #GMTBLACK1 | Series Rolex GMT-Master ref. 16758 | 634 | - |
Total Series Cash Balance | $65,692 | $22,430 | |
RSE Archive |
| 105,640 | 2,029 |
Total Cash Balance |
| $171,332 | $24,459 |
|
|
|
|
Note: Only includes Series for which an Offering has closed. RSE Archive cash balance represents loans or capital contributions to be used for future payment of operating expenses.
F-41
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
The cash on the books of RSE Archive is reserved to funding future pre-Closing Operating Expenses (as described in Note B(5)) or acquisition expenses (the “Acquisition Expenses,” (as described in Note B(6)), as the case may be. The cash on the books of each Series is reserved for funding of post-Closing Operating Expenses; during the six-month period ended June 30, 2020, the Manager paid for certain but not all Operating Expenses related to any of the Series that have had closed Offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $33,996 during the six-month period ended June 30, 2020. The Company had no Operating Expenses during the period ended June 30, 2019.
From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings may be used to create reserves for future Operating Expenses (as described in Note B(5)) for individual Series, as has been the case for the majority of the Series for which Closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future Operating Expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.
INITIAL OFFERINGS
The Company has completed several initial Offerings since its inception in 2019 and plans to continue to increase the number of initial Offerings going forward. The table below outlines all Offerings for which a Closing has occurred as of June 30, 2020. All Series, for which a Closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities. The Company had no Closings during the period from inception (January 3, 2019) to June 30, 2019.
F-42
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Series Interest | Series Name | Underlying Asset | Offering Size | Launch Date | Closing Date |
Series #52MANTLE Interests | Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | $132,000 | 10/18/2019 | 10/25/2019 |
Series #71MAYS Interests | Series #71MAYS | 1971 Willie Mays Jersey | $57,000 | 10/25/2019 | 10/31/2019 |
Series #RLEXPEPSI Interests | Series #RLEXPEPSI | Rolex GMT Master II 126710BLRO | $17,800 | 11/1/2019 | 11/6/2019 |
Series #10COBB Interests | Series #10COBB | 1910 E98 Ty Cobb Card | $39,000 | 11/8/2019 | 11/14/2019 |
Series #POTTER Interests | Series #POTTER | 1997 First Edition Harry Potter | $72,000 | 11/15/2019 | 11/21/2019 |
Series #TWOCITIES Interests | Series #TWOCITIES | First Edition A Tale of Two Cities | $14,500 | 11/15/2019 | 11/21/2019 |
Series #FROST Interests | Series #FROST | First Edition A Boy's Will | $13,500 | 11/15/2019 | 11/21/2019 |
Series #BIRKINBLEU Interests | Series #BIRKINBLEU | Bleu Saphir Lizard Hermès Birkin | $58,000 | 11/22/2019 | 11/27/2019 |
Series #SMURF Interests | Series #SMURF | Rolex Submariner Date "Smurf" Ref. 116619LB | $34,500 | 11/22/2019 | 11/27/2019 |
Series #70RLEX Interests | Series #70RLEX | 1970 Rolex Ref. 5100 Beta 21 | $20,000 | 11/27/2019 | 12/6/2019 |
Series #EINSTEIN Interests | Series #EINSTEIN | First Edition of Philosopher-Scientist | $14,500 | 12/6/2019 | 12/13/2019 |
Series #HONUS Interests | Series #HONUS | 1909-1911 T206 Honus Wagner Card | $520,000 | 12/13/2019 | 12/26/2019 |
Series #75ALI Interests | Series #75ALI | 1975 Muhammad Ali Boots worn in fight against Chuck Wepner | $46,000 | 12/20/2019 | 12/29/2019 |
Series #71ALI Interests | Series #71ALI | 1971 “Fight of the Century” Contract | $31,000 | 12/20/2019 | 12/30/2019 |
Series #APROAK Interests | Series #APROAK | Audemars Piguet Royal Oak Jumbo A-Series Ref.5402 | $75,000 | 12/6/2019 | 1/2/2020 |
Series #88JORDAN Interests | Series #88JORDAN | 1988 Michael Jordan Nike Air Jordan III Sneakers | $22,000 | 1/19/2020 | 1/27/2020 |
Series #BIRKINBOR Interests | Series #BIRKINBOR | 2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware | $52,500 | 2/13/2020 | 2/20/2020 |
Series #33RUTH Interests | Series #33RUTH | 1933 Goudey #144 Babe Ruth Card | $77,000 | 2/20/2020 | 2/26/2020 |
Series #SPIDER1 Interests | Series #SPIDER1 | 1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5 | $22,000 | 2/28/2020 | 3/4/2020 |
Series #BATMAN3 Interests | Series #BATMAN3 | 1940 D.C. Comics Batman #3 CGC NM 9.4 | $78,000 | 2/28/2020 | 3/4/2020 |
Series #ROOSEVELT Interests | Series #ROOSEVELT | First Edition African Game Trails | $19,500 | 3/6/2020 | 3/10/2020 |
Series #ULYSSES Interests | Series #ULYSSES | 1935 First Edition Ulysses | $25,500 | 3/6/2020 | 3/10/2020 |
Series #56MANTLE Interests | Series #56MANTLE | 1956 Topps #135 Mickey Mantle Card | $10,000 | 1/3/2020 | 3/11/2020 |
Series #AGHOWL Interests | Series #AGHOWL | First Edition Howl and Other Poems | $19,000 | 3/6/2020 | 3/11/2020 |
Series #98JORDAN Interests | Series #98JORDAN | 1998 Michael Jordan Jersey | $128,000 | 3/9/2020 | 3/22/2020 |
Series #18ZION Interests | Series #18ZION | 2018 Zion Williamson Adidas James Harden Sneakers | $15,000 | 3/27/2020 | 4/2/2020 |
Series #SNOOPY Interests | Series #SNOOPY | 2015 Omega Speedmaster Moonwatch | $25,500 | 4/2/2020 | 4/7/2020 |
Series #APOLLO11 Interests | Series #APOLLO11 | Apollo 11 Crew-Signed New York Times Cover | $32,000 | 4/8/2020 | 4/19/2020 |
Series #24RUTHBAT Interests | Series #24RUTHBAT | 1924 George "Babe" Ruth Professional Model Bat | $255,000 | 4/10/2020 | 5/3/2020 |
Series #YOKO Interests | Series #YOKO | First Edition Grapefruit | $16,000 | 4/29/2020 | 5/11/2020 |
Series #86JORDAN Interests | Series #86JORDAN | 1986 Fleer #57 Michael Jordan Card | $40,000 | 5/6/2020 | 5/13/2020 |
Series #RUTHBALL1 Interests | Series #RUTHBALL1 | 1934-39 Official American League Babe Ruth Single Signed Baseball | $29,000 | 5/8/2020 | 5/24/2020 |
Series #HULK1 Interests | Series #HULK1 | 1962 The Incredible Hulk #1 CGC VF 8.0 | $89,000 | 5/12/2020 | 5/24/2020 |
F-43
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
Series #HIMALAYA Interests | Series #HIMALAYA | 2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware | $140,000 | 5/19/2020 | 5/27/2020 |
Series #55CLEMENTE Interests | Series #55CLEMENTE | 1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card | $38,000 | 5/28/2020 | 6/4/2020 |
Series #38DIMAGGIO Interests | Series #38DIMAGGIO | 1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card | $22,000 | 5/28/2020 | 6/4/2020 |
Series #BOND1 Interests | Series #BOND1 | 1953 First Edition, First Issue Casino Royale | $39,000 | 6/4/2020 | 6/12/2020 |
Series #LOTR Interests | Series #LOTR | 1954-1955 First Edition, First Issue The Lord of the Rings Trilogy | $29,000 | 6/4/2020 | 6/12/2020 |
Series #CATCHER Interests | Series #CATCHER | 1951 First Edition, First Issue The Catcher in the Rye | $12,500 | 6/4/2020 | 6/12/2020 |
Series #SUPER21 Interests | Series #SUPER21 | 1943 Superman #21 CGC VF/NM 9.0 comic book | $8,500 | 5/7/2020 | 6/17/2020 |
Series #BATMAN1 Interests | Series #BATMAN1 | 1940 D.C. Comics Batman #1 CGC FR/GD 1.5 | $71,000 | 6/11/2020 | 6/18/2020 |
Series #GMTBLACK1 Interests | Series #GMTBLACK1 | Rolex 18k Yellow Gold GMT-Master ref. 16758 | $28,000 | 6/17/2020 | 6/25/2020 |
Series #BIRKINTAN Interests | Series #BIRKINTAN | 2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware | $28,000 | 6/17/2020 | 6/25/2020 |
Total at 6/30/2020 | 43 Series |
| $2,515,800 |
|
|
F-44
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
ASSET DISPOSITIONS
The Company received take-over offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board has evaluated the offers and has determined that it is in the interest of the Investors to sell the Underlying Asset. In certain instances, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no Offering has yet occurred. In these instances, the anticipated Offering related to such Underlying Asset will be cancelled.
Series | Underlying Asset | Date of Sale Agreement | Total Sale Price | Total Initial Offering Price | Total Distribution to Interest Holders | Commentary |
#71ALI | 1971 “Fight of the Century” Contract | 02/07/2020 | $40,000 | $31,000 / $15.50 | $38,595/ $19.29 | $40,000 acquisition offer for 1971 “Fight of the Century” Contract accepted on 02/07/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities. |
#98JORDAN | 1998 Michael Jordan Jersey | 05/11/2020 | $165,000 | $128,000/ $64.00 | $157,328 / $78.65 | $165,000 acquisition offer for 1998 Michael Jordan Jersey accepted on 05/11/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities. |
“#86JORDAN | 1986 Fleer #57 Michael Jordan Card | 06/01/2020 | $80,000 | $40,000/ $40.00 | $71,649 / $71.64 | $80,000 acquisition offer for 1986 Fleer #57 Michael Jordan Card accepted on 06/01/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities. |
Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.
Sale of the 1971 “Fight of the Century” Contract:
The Company received an acquisition offer for the Underlying Asset of Series #71ALI, the 1971 “Fight of the Century” Contract for $40,000 vs. the initial purchase price of $27,500 for a gain on sale of $8,950 net of $0 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on February 7, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #71ALI had $1,600 of cash and $0 of pre-paid insurance on the balance sheet.
The transaction resulted in estimated corporate level taxes on the gain on sale of $3,005, net of $55 of net-loss-carryforward, for the which the Series has retained funds on its balance sheet. In addition, the Series will remit $3,550 of sales taxes to the state of New York.
F-44
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Total distribution to Interest Holders including cash, but net of corporate level taxes were $38,595 or $19.29 per Interest vs. the initial Offering price of $31,000 or $15.50 per Interest.
Series #71ALI will be dissolved upon payment of all current corporate tax liabilities of $3,005 and remittance of sales tax of $3,550.
Sale of the 1998 Michael Jordan Jersey:
The Company received an acquisition offer for the Underlying Asset of Series #98JORDAN, the 1998 Michael Jordan Jersey for $165,000 vs. the initial purchase price of $120,000 for a gain on sale of $44,935, net of $65 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on May 11, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #98JORDAN had $1,600 of cash and $0 of pre-paid insurance on the balance sheet.
The transaction resulted in estimated corporate level taxes on the gain on sale of $9,408, net of $0 of net-loss-carryforward, for which the Series has retained funds on its balance sheet.
Total distribution to Interest Holders including cash, but net of corporate level taxes were $157,328 or $78.65 per Interest vs the initial Offering price of $128,000 or $64.00 per Interest.
Series #98JORDAN will be dissolved upon payment of all current tax liabilities of $9,408.
Sale of the 1986 Fleer #57 Michael Jordan Card:
The Company received an acquisition offer for the Underlying Asset of Series #86JORDAN, 1986 Fleer #57 Michael Jordan Card for $80,000 vs. the initial purchase price of $38,000 for a gain on sale of $41,948, net of $52 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on June 1, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #86JORDAN had $500 of cash and $144 of insurance payable on the balance sheet.
The transaction resulted in estimated corporate level taxes on the gain on sale of 8,816, net of 0 of net-loss-carryforward, for which the Series has retained funds on its balance sheet.
Total distribution to Interest Holders including cash, but net of corporate level taxes were $71,649 or $71.64 per Interest vs the initial Offering price of $40,000 or $40.00 per Interest.
Series #86JORDAN will be dissolved upon payment of all currently tax liabilities of $8,816.
F-46
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.Basis of Presentation
The accompanying interim financial statements have been prepared in accordance with the instructions to Form 1-SA and in conformity with generally accepted accounting principles in the United States of America (“US GAAP” or “GAAP”) applicable to interim financial information. Accordingly, the information presented in the interim financial statements does not include all information and disclosures necessary for a fair presentation of RSE Archive, LLC’s financial position, results of operations and cash flows in conformity with GAAP for annual financial statements. In the opinion of management, these financial statements reflect all adjustments consisting of normal recurring accruals, necessary for a fair statement of financial position, results of operations and cash flows for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in RSE Archive, LLC’s Form 1-K and 1-K/A for the fiscal year ended December 31, 2019.
All Offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s Offering Circular (as amended). Separate financial statements are presented for each such Series.
2.Use of Estimates:
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.
3.Cash and Cash Equivalents:
The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.
4.Offering Expenses:
Offering expenses (the “Offering Expenses”) related to the Offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed Offering and will generally be charged to members' equity upon the completion of the proposed Offering. Offering Expenses that are incurred prior to the Closing of an Offering for such Series, that are funded by the Manager and will generally be reimbursed through the proceeds of the Offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for Offering Expenses incurred with respect to the Offerings for all Series that have had a Closing as of the date of the financial statements and potentially other future Offerings.
F-47
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In addition to the discrete Offering Expenses related to a particular Series’ Offering, the Manager has also incurred legal, accounting, user compliance expenses and other Offering related expenses during the six-month period ended June 30, 2020 and 2019 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of Offerings. The Manager treats these expenses as Operating Expenses (as described in Note B(5)) related to the Manager’s business and will not be reimbursed for these through any activities or Offerings related to the Company or any of the Series.
5.Operating Expenses:
Operating Expenses (as described below) related to a particular Underlying Asset include storage, insurance, transportation (other than the initial transportation from the Underlying Asset’s location to the Manager’s storage facility prior to the Offering, which is treated as an Acquisition Expense, (as described in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other Underlying Asset specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses.” We distinguish between pre-Closing and post-Closing Operating Expenses. Operating Expenses are expensed as incurred.
Except as disclosed with respect to any future Offering, expenses of this nature that are incurred prior to the Closing of an Offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and totaled $33,996 for the six-month period ended June 30, 2020. The Company incurred no Operating Expenses during the period from inception (January 3, 2019) to June 30, 2019.
During the six-month period ended June 30, 2020, RSE Archive incurred pre-Closing Operating Expenses and the following Series had closed Offerings and incurred post-Closing Operating Expenses per the table as follows:
F-48
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
F-49
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Solely in the case of the Series with closed Offerings listed in the table above, the Manager has elected that certain, but not all of the post-Closing Operating Expenses of $28,205 for the six-month period ended June 30, 2020 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series.
6.Capital Assets:
Underlying Assets are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and “Acquisition Expenses”, which include transportation of the Underlying Asset to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy.
The Company treats Underlying Assets as collectible and therefore the Company will not depreciate or amortize the Underlying Assets going forward. The Underlying Assets are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Underlying Assets are initially purchased by the Company, either prior to launching an Offering or through the exercising of a purchase option simultaneous with the Closing of an Offering for a particular Series. At Closing of an Offering for a Series of Interests the Underlying Assets, including capitalized Acquisition Expenses, are then transferred to the Series. Underlying Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the Offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a Closing, such as fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired Underlying Asset after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular Offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Archive” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the Offering.
The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties has invested $3,937,681 in Underlying Assets since inception on January 3,2019. For the six-month period ended June 30, 2020, the total investment in Underlying Assets was $2,353,503.
F-50
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Of the $2,353,503 of investments during the six-month period ended June 30, 2020, $2,351,261 were related to the purchase price of, or down payments on Underlying Assets, excluding $185,500 related to the Underlying Assets sold. This brings the total spent on purchase price and down-payments at June 30, 2020 to $3,929,739, since the inception of the Company on January 3, 2019.
Acquisition Expenses related to a particular Series, that are incurred prior to the Closing of an Offering, are initially funded by the Manager but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation costs to transport the Underlying Asset from the Asset Seller to the Company’s facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. Acquisition Expenses are capitalized into the cost of the Underlying Asset as per the table below. Should a proposed Offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.
For the six-month period ended June 30, 2020, $2,242 of Acquisition Expenses related to the transportation, inspection, repair of Underlying Assets and other acquisition related expenses were incurred, excluding $117 related to Underlying Assets sold. he total investment in Underlying Assets as of June 30, 2020 is as follows, excluding the total investments of any Series for which the Underlying Assets have been sold:
F-51
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
As of 6/30/2020 | |||||||
Capitalized Costs | |||||||
Applicable Series |
| Asset | Purchase Price / Down payment | Transpor-tation | Authen-tication | Other | Total |
#52MANTLE | (1) | 1952 Topps #311 Mickey Mantle Card | $ 125,000 | $ - | $ - | $ - | $ 125,000 |
#71MAYS | (1) | 1971 Willie Mays Jersey | 52,500 | - | - | - | 52,500 |
#RLEXPEPSI | (1) | Rolex GMT Master II | 16,800 | - | - | - | 16,800 |
#POTTER | (1) | 1997 First Edition Harry Potter | 65,000 | - | 100 | 5,000 | 70,100 |
#TWOCITIES | (1) | First Edition A Tale of Two Cities | 12,000 | - | 100 | - | 12,100 |
#FROST | (1) | First Edition A Boy's Will | 10,000 | - | 100 | - | 10,100 |
#BIRKINBLU | (1) | Bleu Saphir Lizard Hermès Birkin | 55,500 | - | - | - | 55,500 |
#SMURF | (1) | Rolex Submariner "Smurf" | 29,500 | - | - | - | 29,500 |
#70RLEX | (1) | 1970 Rolex Beta 21 | 17,900 | - | - | - | 17,900 |
#EINSTEIN | (1) | First Edition of Philosopher-Scientist | 11,000 | - | 100 | - | 11,100 |
#HONUS | (1) | 1909-11 Honus Wagner Card | 500,028 | - | - | - | 500,028 |
#75ALI | (1) | 1975 Muhammad Ali Boots | 44,000 | 65 | - | - | 44,065 |
#APROAK | (1) | Audemars Piguet Royal Oak Jumbo A-Series Ref.5402 | 72,500 | - | - | - | 72,500 |
#88JORDAN | (1) | 1988 Michael Jordan Nike Air Jordan III Sneakers | 20,000 | - | - | - | 20,000 |
#BIRKINBOR | (1) | 2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware | 50,000 | - | - | - | 50,000 |
#33RUTH | (1) | 1933 Goudey #144 Babe Ruth Card | 74,000 | - | - | - | 74,000 |
#BATMAN3 | (1) | 1940 D.C. Comics Batman #3 CGC NM 9.4 | 75,000 | - | - | - | 75,000 |
#56MANTLE | (1) | 1956 Topps #135 Mickey Mantle Card | 9,000 | - | - | - | 9,000 |
#AGHOWL | (1) | First Edition Howl and Other Poems | 15,500 | - | 100 | - | 15,600 |
#18ZION | (1) | 2018 Zion Williamson Adidas James Harden Sneakers | 13,500 | 45 | - | - | 13,545 |
#SNOOPY | (1) | 2015 Omega Speedmaster Moonwatch | 24,000 | - | - | - | 24,000 |
#APOLLO11 | (1) | Apollo 11 Crew-Signed New York Times Cover | 30,000 | - | - | - | 30,000 |
#24RUTHBAT | (1) | 1924 George "Babe" Ruth Professional Model Bat | 250,000 | 6 | - | - | 250,006 |
#HULK1 | (1) | 1962 The Incredible Hulk #1 CGC VF 8.0 | 87,000 | 6 | - | - | 87,006 |
#RUTHBALL1 | (1) | 1934-39 Official American League Babe Ruth Single Signed Baseball | 27,000 | 6 | - | - | 27,006 |
#HIMALAYA | (1) | 2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware | 130,000 | - | - | - | 130,000 |
#38DIMAGGIO | (1) | 1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card | 20,000 | 6 | - | - | 20,006 |
#55CLEMENTE | (1) | 1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card | 36,000 | 6 | - | - | 36,006 |
#LOTR | (1) | 1954-1955 First Edition, First Issue The Lord of the Rings Trilogy | 27,500 | - | 100 | - | 27,600 |
#CATCHER | (1) | 1951 First Edition, First Issue The Catcher in the Rye | 11,500 | - | 100 | - | 11,600 |
F-52
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
F-53
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
#FAUBOURG | (2) | 2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware | 115,000 | - | - | - | 115,000 |
#ALICE | (2) | 1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll | 9,200 | - | 100 | - | 9,300 |
#SUPER14 | (2) | 1942 Superman #14 CGC NM 9.4 comic book | 120,000 | - | - | - | 120,000 |
#AVENGERS1 | (2) | 1963 Avengers #1 CGC NM + 9.6 comic book | 250,000 | - | - | - | 250,000 |
#03KOBE | (2) | 2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card | 11,000 | - | - | - | 11,000 |
#62MANTLE | (2) | 1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series | 33,000 | - | - | - | 33,000 |
#86RICE | (2) | 1986 Topps #161 Jerry Rice Rookie Card | 20,000 | - | - | - | 20,000 |
#94JETER | (2) | 1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey | 39,000 | - | - | - | 39,000 |
Total |
|
| $ 3,929,739 | $ 942 | $ 2,000 | $ 5,000 | $ 3,937,681 |
|
|
|
|
|
|
|
|
Annual Capitalized Cost Breakdown |
|
|
|
|
| ||
Acquisition Expense 2019 |
| $ 1,578,478 | $ - | $ 700 | $ 5,000 | $ 1,584,178 | |
Acquisition Expense 1H 2020 |
| $ 2,351,261 | $ 942 | $ 1,300 | $ - | $ 2,353,503 | |
Grant Total |
|
| $ 3,929,739 | $ 942 | $ 2,000 | $ 5,000 | $ 3,937,681 |
|
|
|
|
|
|
|
|
Note: Excludes $185,617 of capitalized acquisitions costs related to Underlying Assets sold.
(1)Offering for Series Interests closed at June 30, 2020 and Underlying Asset owned by applicable Series.
(2)At June 30, 2020 owned by RSE Archive, LLC and not by any Series. To be owned by the applicable Series as of the Closing of the applicable Offering
F-54
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
7.Members’ Equity:
Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the period.
Capital contributions from the Manager are made to cover Operating Expenses for which the Manager has elected not to be reimbursed.
In the case of a Closing for which a deficiency of offering proceeds over the required cash outlays exists, , the Manager will make an additional capital contribution to the Series to cover any such deficiencies, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future Operating Expenses.
Members’ equity in Membership Contributions issued in a successful Closing of an Offering for a particular Series are calculated by taking the amount of membership Interests sold in an Offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular Offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the Offering are paid from the proceeds of any successfully closed Offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an Offering does not close. At June 30, 2020, the following Offerings for Series Interests had closed:
F-55
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Membership Contribution and Uses at Closing | ||||||||
Applicable Series | Asset | Closing Date | Membership Interests | Brokerage Fee | Sourcing Fee | Custody Fee | Total |
|
#52MANTLE | 1952 Topps #311 Mickey Mantle Card | 10/25/2019 | $132,000 | $1,320 | $3,090 | $990 | $126,600 |
|
#71MAYS | 1971 Willie Mays Jersey | 10/31/2019 | 57,000 | 570 | 1,830 | 500 | 54,100 |
|
#RLEXPEPSI | Rolex GMT Master II | 11/6/2019 | 17,800 | 178 | 22 | 500 | 17,100 |
|
#10COBB | 1910 Ty Cobb Card | 11/14/2019 | 39,000 | 390 | 1,510 | 500 | 36,600 |
|
| ||||||||
#TWOCITIES | First Edition A Tale of Two Cities | 11/21/2019 | 14,500 | 145 | 55 | 500 | 13,800 |
|
#FROST | First Edition A Boy's Will | 11/21/2019 | 13,500 | 135 | 865 | 500 | 12,000 |
|
#BIRKINBLU | Bleu Saphir Lizard Hermès Birkin | 11/27/2019 | 58,000 | 580 | 170 | 500 | 56,750 |
|
#SMURF | Rolex Submariner "Smurf" | 11/27/2019 | 34,500 | 345 | 2,905 | 500 | 30,750 |
|
#70RLEX | 1970 Rolex Beta 21 | 12/9/2019 | 20,000 | 200 | 50 | 500 | 19,250 |
|
#EINSTEIN | First Edition of Philosopher-Scientist | 12/12/2019 | 14,500 | 145 | 855 | 500 | 13,000 |
|
#HONUS | 1909-11 Honus Wagner Card | 12/26/2019 | 520,000 | 5,200 | 5,572 | 3,900 | 505,328 |
|
#75ALI | 1975 Muhammad Ali Boots | 12/30/2019 | 46,000 | 460 | - | 500 | 45,040 |
|
#71ALI | 1971 “Fight of the Century” Contract | 12/30/2019 | 31,000 | 310 | 1,090 | 500 | 29,100 |
|
#APROAK | Audemars Piguet Royal Oak Jumbo A-Series Ref.5402 | 1/3/2020 | 75,000 | 750 | - | 563 | 73,687 |
|
#88JORDAN | 1988 Michael Jordan Nike Air Jordan III Sneakers | 1/29/2020 | 22,000 | 220 | 230 | 500 | 21,050 |
|
#BIRKINBOR | 2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile | 2/20/2020 | 52,500 | 525 | 225 | 500 | 51,250 |
|
#33RUTH | 1933 Goudey #144 Babe Ruth Card | 2/26/2020 | 77,000 | 770 | 602 | 578 | 75,050 |
|
| ||||||||
#BATMAN3 | 1940 D.C. Comics Batman #3 CGC NM 9.4 | 3/4/2020 | 78,000 | 780 | 585 | 585 | 76,050 |
|
| ||||||||
| ||||||||
#56MANTLE | 1956 Topps #135 Mickey Mantle Card | 3/11/2020 | 10,000 | 100 | - | 500 | 9,400 |
|
#AGHOWL | First Edition Howl and Other Poems | 3/11/2020 | 19,000 | 190 | 810 | 500 | 17,500 |
|
#98JORDAN | 1998 Michael Jordan Jersey | 3/22/2020 | 128,000 | 1,280 | 4,160 | 960 | 121,600 |
|
#18ZION | 2018 Zion Williamson Adidas James Harden Sneakers | 4/2/2020 | 15,000 | 150 | 200 | 500 | 14,150 |
|
#SNOOPY | 2015 Omega Speedmaster Moonwatch | 4/7/2020 | 25,500 | 255 | - | 500 | 24,745 |
|
#APOLLO11 | Apollo 11 Crew-Signed New York Times Cover | 4/19/2020 | 32,000 | 320 | 130 | 500 | 31,050 |
|
| ||||||||
#YOKO | First Edition Grapefruit | 5/11/2020
| 16,000 | 160 | 840 | 500 | 14,500 |
|
F-56
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
#86JORDAN | 1986 Fleer #57 Michael Jordan Card | 5/13/2020 | 40,000 | 400 | 600 | 500 | 38,500 |
|
#HULK1 | 1962 The Incredible Hulk #1 CGC VF 8.0 | 5/24/2020 | 89,000 | 890 | 142 | 668 | 87,301 |
|
#RUTHBALL1 | 1934-39 American League Babe Ruth Single Signed Baseball | 5/24/2020 | 29,000 | 290 | 510 | 500 | 27,700 |
|
#HIMALAYA | 2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile | 5/27/2020 | 140,000 | 1,400 | 6,300 | 1,050 | 131,250 |
|
#38DIMAGGIO | 1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card | 6/4/2020 | 22,000 | 220 | 680 | 500 | 20,600 |
|
#55CLEMENTE | 1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card | 6/4/2020 | 38,000 | 380 | 520 | 500 | 36,600 |
|
#LOTR | 1954-1955 First Edition, First Issue The Lord of the Rings Trilogy | 6/11/2020 | 29,000 | 290 | 10 | 500 | 28,200 |
|
#CATCHER | 1951 First Edition, First Issue The Catcher in the Rye | 6/11/2020 | 12,500 | 125 | 25 | 500 | 11,850 |
|
#BOND1 | 1953 First Edition, First Issue Casino Royale | 6/11/2020 | 39,000 | 390 | 510 | 500 | 37,600 |
|
#SUPER21 | 1943 Superman #21 CGC VF/NM 9.0 comic book | 6/17/2020 | 8,500 | 85 | 615 | 500 | 7,300 |
|
#BATMAN1 | 1940 D.C. Comics Batman #1 CGC FR/GD 1.5 | 6/18/2020 | 71,000 | 710 | 658 | 532 | 69,101 |
|
#BIRKINTAN | 2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware | 6/25/2020 | 28,000 | 280 | 1,520 | 500 | 25,700 |
|
#GMTBLACK1 | Series Rolex GMT-Master ref. 16758 | 6/25/2020 | 28,000 | 280 | 1,520 | 500 | 25,700 |
|
Total |
|
| $2,515,800 | $25,158 | $41,339 | $28,278 | $2,421,025 |
|
|
|
|
|
|
|
|
|
|
Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at Closing of Offering for respective Series.
F-57
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
8.Income taxes:
Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986. Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of June 30, 2020.
RSE Archive, LLC, as the master Series of the Company and RSE Archive Manager, LLC, the Manager of the Company, intend to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.
9.Earnings (loss) / income per membership Interest:
Upon completion of an Offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership Interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the period.
F-58
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
F-58
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE C - RELATED PARTY TRANSACTIONS
Series Members
The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the Offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the Investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each Investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.
Officer and Affiliate Loans
From time to time, individual officers and affiliates of the Manager may make loans to the Company to facilitate the purchase of Underlying Assets prior to the Closing of a Series’ Offering. It is anticipated that each of the loans and related interest will be paid by the Company through proceeds of the Offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the BOR and the Custodian and their respective affiliates, from the proceeds of a closed Offering, the Underlying Asset would then transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another Underlying Assets.
As of June 30, 2020, and December 31, 2019, no loans were outstanding to either officers or affiliates of the Manager.
F-59
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE D –DEBT
On December 20, 2019, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into the DM with Upper90 with an initial borrowing capacity of $2.25 million. On May 15, 2020, the DM was expanded to a borrowing capacity of $3.25 million. The DM allows the Asset Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM.
Of the outstanding borrowings, $1,590,850 were related to Underlying Assets and the remainder to were held in cash or related to the assets of the affiliate of the Asset Manager. The table below outlines the debt balance at June 30, 2020 vs. December 31, 2019:
At 12/31/2019 | $1,560,000 |
At 6/30/2020 | $3,250,000 |
F-59
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY
Overview of Revenues
As of June 30, 2020 , we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise. The New York City showroom has been closed since March 2020 due to COVID-19, but is planned to reopen in the fourth quarter 2020. In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.
Overview of Costs and Expenses
The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such Underlying Assets.
Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.
Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the Closing of an Offering and those incurred after the Closing of an Offering. Although these pre- and post- Closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-Closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-Closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).
Allocation Methodology
Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the Underlying Assets or the number of Underlying Assets, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.
F-61
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY
Allocation Methodology or Description by Category
·Revenue: Revenues from the anticipated commercialization of the Underlying Assets will be allocated amongst the Series whose Underlying Assets are part of the commercialization events, based on the value of the Underlying Asset. No revenues attributable directly to the Company or any Series have been generated during the six-month period ended June 30, 2020.
·Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the Closing of an Offering. Offering Expenses are charged to a specific Series.
·Acquisition Expenses: Acquisition Expenses (as described in Note B(6)) are typically funded by the Manager, and reimbursed from the Series proceeds upon the Closing of an Offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon Closing of the Offering for the Series Interests.
·Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an Offering (as described in Note B(7)) and is charged to the specific Series. Losses incurred related to closed Offerings, due to shortfalls between proceeds from closed Offerings and costs incurred in relation to these Offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).
·Brokerage Fee: The Brokerage Fee is paid to the BOR from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.
·Custody Fee: The Custody Fee is paid to the Custodian from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.
·Operating Expenses: Operating Expenses (as described in Note B(5)) are expensed as incurred:
oPre-Closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.
oPost-Closing Operating Expenses are the responsibility of each individual Series.
oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:
§Insurance: based on the premium rate allocated by value of the Underlying Assets
§Storage: based on the number of Underlying Assets
F-61
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE F – FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES
Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:
i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations.
ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series.
iii)Thereafter, at least 50% of Free Cash Flow (as described below) (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to Interest Holders of a particular Series.
iv)The Manager may receive up to 50% of Free Cash Flow (as described below) in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series.
“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.
As of June 30, 2020, and December 31, 2019, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series. The Company did make distributions to Interest Holders related to sale of Underlying Assets as described in “Asset Dispositions” in “Note A - Description Of Organization and Business Operations.”
NOTE G - INCOME TAX
As of June 30, 2020, each individual Series has elected to be treated as a corporation for tax purposes. RSE Archive and RSE Archive Manager have elected to be treated as partnerships.
No provision for income taxes for the six-month period ended June 30, 2020 has been recorded for any individual Series as all individual Series incurred net losses, except as disclosed below for the 3 Series that were sold. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net deferred tax assets at June 30, 2020 are fully offset by a valuation allowance (other than for Series #71ALI, Series #98JORDAN and Series #86JORDAN), and therefore, no tax benefit applicable to the loss for each individual Series for the six-month period ended June 30, 2020 has been recognized. Losses incurred after January 1, 2018 do not expire for federal income tax purposes.
Series #71ALI, Series #98JORDAN and Series #86JORDAN have sold their primary operating asset during the six-month period ended June 30, 2020. As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:
Provision for income taxes | ||||
Series # |
| #71ALI | #98JORDAN | #86JORDAN |
Income before provision for income taxes | $8,950 | $44,935 | $41,948 | |
Taxed at federal and state statutory rates | 35% | 21% | 21% | |
Provision for income taxes | $3,005 | $9,408 | $8,816 | |
Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Archive has elected to be treated as a partnership; thus, for the six-month period ended June 30, 2020 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.
F-63
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE H - CONTINGENCIES
COVID-19
The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.
Restriction on Sale of Series #HONUS
·Without the Company’s prior written consent (which may be withheld in the Company’s sole discretion), the Asset Seller will not, directly or indirectly, offer, pledge, sell, transfer, hypothecate, mortgage, grant or encumber, sell or grant any option, purchase any option, enter into any arrangement or contract to do any of the foregoing, or otherwise transfer, dispose or encumber the Asset Seller’s Equity Interest.
·Without the Asset Seller’s prior written consent, the Company will not sell the Underlying Asset within 36-months of the Closing.
·The Company will not sell the Underlying Asset for a purchase price of less than $1,900,000.00 without the Asset Seller’s prior written consent.
·For a 10 year period following the Closing, the Company (or our designee(s)) will have the right, exercisable at any time upon written notice to the Asset Seller, to repurchase from the Asset Seller the Asset Seller Equity Interest for a purchase price valuing the Series at no less than $1,900,000.00. In the event the Company exercises this right, the Asset Seller will execute and deliver or cause to be executed and delivered to us such agreements or instruments as we may reasonably request, in order to facilitate such repurchase.
·If the Underlying Asset is sold within 5 years of the Closing, the Company will use commercially reasonable efforts to include as a condition in the sale agreement relating to such sale that purchaser of the Underlying Asset must lend the Underlying Asset to the Asset Seller for 60 days per calendar year for a 24-month period post-sale. The Company will have no further obligation to the Asset Seller once the Company sells the Underlying Asset.
F-64
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE I - SUBSEQUENT EVENTS
Subsequent Offerings
The table below shows all Offerings, which have closed after the date of the financial statements through September 28, 2020.
Series / Series Name | Underlying Asset | Maximum Offering Size | Opening Date | Closing Date |
1961 inscribed copy of Inaugural Addresses of the Presidents of the United States | $23,000 | 6/27/2020 | 7/7/2020 | |
#50JACKIE / Series 1950 Jackie Robinson Card | 1950 Bowman #22 Jackie Robinson Card | $10,000 | 6/10/2020 | 7/8/2020 |
#POKEMON1 / Series 1999 Pokémon First Edition Set | 1999 Pokemon First Edition PSA GEM MT 10 Complete Set | $125,000 | 6/23/2020 | 7/8/2020 |
#LINCOLN / Series 1864 Abraham Lincoln Photo | 1864 Signed, Vignetted Portrait of Abraham Lincoln | $80,000 | 7/1/2020 | 7/9/2020 |
#STARWARS1 / Series Star Wars #1 | 1977 Star Wars #1 CGC VF/NM 9.0 comic book | $12,000 | 7/1/2020 | 7/14/2020 |
#56TEDWILL / Series 1956 Ted Williams Jersey | 1956 Ted Williams Game-Worn Red Sox Home Jersey | $90,000 | 7/16/2020 | 7/26/2020 |
#68MAYS / Series 1968 Willie Mays Bat | 1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat | $39,000 | 7/17/2020 | 7/26/2020 |
#TMNT1 / Series Teenage Mutant Ninja Turtles #1 | 1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book | $65,000 | 7/23/2020 | 7/30/2020 |
#CAPTAIN3 / Series Captain America #3 | 1941 Captain America Comics #3 CGC VG/FN 5.0 comic book | $37,000 | 7/23/2020 | 7/30/2020 |
#51MANTLE / Series 1951 Bowman Mickey Mantle Card | 1951 Bowman #253 Mickey Mantle Card | $34,000 | 7/16/2020 | 7/30/2020 |
#CHURCHILL / Series Second World War | First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill | $7,500 | 7/7/2020 | 8/6/2020 |
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio | 1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies | $115,000 | 7/30/2020 | 8/6/2020 |
#03KOBE / Series 2003-04 UD Kobe Bryant Card | 2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card | $50,000 | 8/2/2020 | 8/16/2020 |
2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card | $34,000 | 8/5/2020 | 8/16/2020 | |
#03JORDAN / Series 2003-04 UD Michael Jordan Card | 2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card | $41,000 | 8/6/2020 | 8/16/2020 |
#39TEDWILL / Series 1939 Play Ball Ted Williams Card | 1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card | $28,000 | 8/13/2020 | 8/24/2020 |
#94JETER / Series 1994 Derek Jeter Jersey | 1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey | $45,000 | 8/9/2020 | 8/24/2020 |
F-65
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
#2020TOPPS / Series 2020 Topps Complete Set | Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards | $100,000 | 8/13/2020 | 8/25/2020 |
#FANFOUR1 / Series 1961 Fantastic Four #1 | 1961 Fantastic Four #1 CGC VF+ 8.5 comic book | $105,000 | 8/23/2020 | 9/2/2020 |
#86RICE / Series 1986 Topps Jerry Rice Card | 1986 Topps #161 Jerry Rice Rookie Card | $23,000 | 7/28/2020 | 9/15/2020 |
#DAREDEV1 / Series Daredevil #1 | 1964 Daredevil #1 CGC VF/NM 9.0 comic book | $11,500 | 7/28/2020 | 9/15/2020 |
#85MARIO / Series 1985 Super Mario Bros. | 1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+ | $150,000 | 8/16/2020 | 9/15/2020 |
#TOS39 / Series Tales of Suspense #39 | 1963 Tales of Suspense #39 CGC NM 9.4 comic book | $135,000 | 8/27/2020 | 9/15/2020 |
#05LATOUR / Series 2005 Château Latour | One case of twelve (12) 75cl bottles of 2005 Château Latour | $9,800 | 9/3/2020 | 9/15/2020 |
#16SCREAG / 2016 Screaming Eagle | Four cases of three (3) 75cl bottles of 2016 Screaming Eagle | $39,000 | 9/3/2020 | 9/15/2020 |
#14DRC / Series 2014 Domaine de la Romanée-Conti | One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti | $54,000 | 9/3/2020 | 9/15/2020 |
#57MANTLE / Series 1957 Topps Mickey Mantle Card | 2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware | $8,000 | 9/6/2020 | 9/21/2020 |
#FAUBOURG / Series Hermès Sellier Faubourg Birkin | Two cases of six (6) 75cl bottles of 2016 Château Petrus | $150,000 | 9/9/2020 | 9/21/2020 |
The Company expects to launch and close additional Offerings throughout the remainder of the year and beyond.
F-66
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Members of
RSE Archive, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of RSE Archive, LLC (the "Company") in total and for each listed Series as of December 31, 2019, and the related consolidated statements of operations, members' equity, and cash flows for the Company in total and for each listed Series for the period from January 3, 2019 (inception) to December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company and each listed Series as of December 31, 2019, and the consolidated results of operations and cash flows for the Company and each listed Series for the period from January 3, 2019 (inception) to December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern. As discussed in Note A to the financial statements, the Company's and each listed Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Restatement
As discussed in Note J to the financial statements the financial statements have been restated to correct an error.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's and each listed Series’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company and each listed Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company and each listed Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's or each listed Series internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ EisnerAmper LLP
We have served as the Company's auditor since 2020.
EISNERAMPER LLP
New York, New York
March 31, 2020, except for Note J as to which the date is April 21, 2020.
F-66
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $ 1,450 | $ 1,600 | $ 300 | $ 1,545 | $ 1,095 |
Pre-paid Insurance | - | - | - | - | - |
Pre-paid Storage | - | 2 | - | - | 1 |
Total Current Assets | 1,450 | 1,602 | 300 | 1,545 | 1,096 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 125,000 | 52,500 | 16,800 | 35,000 | 70,100 |
TOTAL ASSETS | $ 126,450 | $ 54,102 | $ 17,100 | $ 36,545 | $ 71,196 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $ - | $ - | $ 13 | $ 13 | $ - |
Due to the Manager for Insurance | 237 | 100 | 32 | 66 | 66 |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 237 | 100 | 45 | 79 | 66 |
|
|
|
|
|
|
Membership Contributions | 126,600 | 54,100 | 17,100 | 36,600 | 70,740 |
Capital Contribution | 220 | 203 | 180 | 154 | 131 |
Capital Contribution for loss at Offering close | - | - | - | - | 510 |
Distribution to RSE Archive | - | - | - | (55) | (55) |
Accumulated Deficit | (607) | (301) | (225) | (233) | (196) |
Members' Equity | 126,213 | 54,002 | 17,055 | 36,466 | 71,130 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $ 126,450 | $ 54,102 | $ 17,100 | $ 36,545 | $ 71,196 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-68
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $ 1,495 | $ 1,695 | $ 1,250 | $ 1,100 | $ 1,200 |
Pre-paid Insurance | - | - | - | - | - |
Pre-paid Storage | 1 | 1 | 1 | - | - |
Total Current Assets | 1,496 | 1,696 | 1,251 | 1,100 | 1,200 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | - |
Collectible Memorabilia - Owned | 12,100 | 10,100 | 55,500 | 29,500 | 17,900 |
TOTAL ASSETS | $ 13,596 | $ 11,796 | $ 56,751 | $ 30,600 | $ 19,100 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $ - | $ - | $ - | $ 13 | $ - |
Due to the Manager for Insurance | 12 | 10 | 104 | 56 | 34 |
Due to the Manager or its Affiliates | - | - | - | - | - |
Total Liabilities | 12 | 10 | 104 | 69 | 34 |
|
|
|
|
|
|
Membership Contributions | 13,800 | 12,000 | 56,750 | 30,750 | 19,250 |
Capital Contribution | 131 | 131 | 112 | 110 | 71 |
Capital Contribution for loss at Offering close | - | - | - | - | - |
Distribution to RSE Archive | (205) | (205) | - | - | (150) |
Accumulated Deficit | (142) | (140) | (215) | (329) | (105) |
Members' Equity | 13,584 | 11,786 | 56,647 | 30,531 | 19,066 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $ 13,596 | $ 11,796 | $ 56,751 | $ 30,600 | $ 19,100 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-69
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-69
RSE ARCHIVE, LLC
Consolidated Balance Sheets as of December 31, 2019
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Consolidated |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents | $1,750 | $5,300 | $1,050 | $1,600 | $24,459 |
Pre-paid Insurance | - | - | - | - | - |
Pre-paid Storage | 1 | - | 2 | 1 | 1,881 |
Total Current Assets | 1,751 | 5,300 | 1,052 | 1,601 | 26,340 |
Other Assets |
|
|
|
|
|
Collectible Memorabilia - Deposit | - | - | - | - | 282,250 |
Collectible Memorabilia - Owned | 11,100 | 500,028 | 44,000 | 27,500 | 1,301,928 |
TOTAL ASSETS | $12,851 | $505,328 | $45,052 | $29,101 | $1,610,518 |
|
|
|
|
|
|
LIABILITIES AND MEMBERS' EQUITY / (DEFICIT) |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts Payable | $- | $- | $- | $- | $130 |
Due to the Manager for Insurance | 11 | 949 | 83 | 52 | 2,607 |
Due to the Manager or its Affiliates | - | - | - | - | 577,500 |
Total Liabilities | 11 | 949 | 83 | 52 | 580,237 |
|
|
|
|
|
|
Membership Contributions | 13,000 | 505,328 | 45,040 | 29,100 | 1,030,158 |
Capital Contribution | 63 | 16 | 5 | 4 | 7,644 |
Capital Contribution for loss at Offering close | - | - | 10 | - | 520 |
Distribution to RSE Archive | (150) | - | - | - | - |
Accumulated Deficit | (73) | (965) | (86) | (55) | (8,041) |
Members' Equity | 12,840 | 504,379 | 44,969 | 29,049 | 1,030,281 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $12,851 | $505,328 | $45,052 | $29,101 | 1,610,518 |
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-70
RSE ARCHIVE, LLC
Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019
Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER | |
Operating Expenses |
|
|
|
|
|
Storage | $- | $1 | $- | $- | $- |
Transportation | - | - | 13 | 13 | - |
Insurance | 237 | 100 | 32 | 66 | 66 |
Professional Fees | 220 | 200 | 180 | 154 | 130 |
Marketing Expense | 150 | - | - | - | - |
Total Operating Expenses | 607 | 301 | 225 | 233 | 196 |
Operating Loss | (607) | (301) | (225) | (233) | (196) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (607) | (301) | (225) | (233) | (196) |
Provision for Income Taxes | - | - | - | - | - |
Income / (Loss) | $(607) | $(301) | $(225) | $(233) | $(196) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.61) | $(0.15) | $(0.11) | $(0.23) | $(0.07) |
Weighted Average Membership Interests | 1,000 | 2,000 | 2,000 | 1,000 | 3,000 |
See accompanying notes, which are an integral part of these financial statements.
F-71
RSE ARCHIVE, LLC
Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Operating Expenses |
|
|
|
|
|
Storage | $- | $- | $1 | $- | $- |
Transportation | - | - | - | 163 | - |
Insurance | 12 | 10 | 104 | 56 | 34 |
Professional Fees | 130 | 130 | 110 | 110 | 71 |
Marketing Expense | - | - | - | - | - |
Total Operating Expenses | 142 | 140 | 215 | 329 | 105 |
Operating Loss | (142) | (140) | (215) | (329) | (105) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | - |
Income / (Loss) Before Income Taxes | (142) | (140) | (215) | (329) | (105) |
Provision for Income Taxes | - | - | - | - | - |
Income / (Loss) | $(142) | $(140) | $(215) | $(329) | $(105) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.71) | $(0.70) | $(0.21) | $(0.16) | $(0.10) |
Weighted Average Membership Interests | 200 | 200 | 1,000 | 2,000 | 1,000 |
See accompanying notes, which are an integral part of these financial statements.
F-72
RSE ARCHIVE, LLC
Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-72
RSE ARCHIVE, LLC
Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Consolidated |
Operating Expenses |
|
|
|
|
|
Storage | $1 | $- | $- | $- | $1,881 |
Transportation | - | - | - | - | 580 |
Insurance | 11 | 949 | 83 | 52 | 2,607 |
Professional Fees | 61 | 16 | 3 | 3 | 1,517 |
Marketing Expense | - | - | - | - | 1,420 |
Total Operating Expenses | 73 | 965 | 86 | 55 | 8,005 |
Operating Loss | (73) | (965) | (86) | (55) | (8,005) |
Other Expenses |
|
|
|
|
|
Interest Expense and Financing Fees | - | - | - | - | 36 |
Income / (Loss) Before Income Taxes | (73) | (965) | (86) | (55) | (8,041) |
Provision for Income Taxes | - | - | - | - | - |
Income / (Loss) | $(73) | $(965) | $(86) | $(55) | $(8,041) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted (Loss) per Membership Interest | $(0.04) | $(0.10) | $(0.04) | $(0.03) |
|
Weighted Average Membership Interests | 2,000 | 10,000 | 2,000 | 2,000 |
|
See accompanying notes, which are an integral part of these financial statements.
F-73
RSE ARCHIVE, LLC
Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019
See accompanying notes, which are an integral part of these financial statements.
F-73
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019
|
| Series #52MANTLE | Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Members' Equity / (Deficit) |
|
|
|
|
|
|
Balance January 3, 2019 |
| $ - | $ - | $ - | $ - | $ - |
Membership Contributions |
| 126,600 | 54,100 | 17,100 | 36,600 | 70,740 |
Capital Contribution |
| 220 | 203 | 180 | 154 | 131 |
Capital Contribution for loss at Offering close | - | - | - | - | 510 | |
Distribution to RSE Archive |
| - | - | - | (55) | (55) |
Net loss |
| (607) | (301) | (225) | (233) | (196) |
Balance December 31, 2019 |
| $126,213 | $54,002 | $17,055 | $36,466 | $71,130 |
|
|
|
|
|
|
|
|
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Members' Equity / (Deficit) |
|
|
|
|
|
|
Balance January 3, 2019 |
| $ - | $ - | $ - | $ - | $ - |
Membership Contributions |
| 13,800 | 12,000 | 56,750 | 30,750 | 19,250 |
Capital Contribution |
| 131 | 131 | 112 | 110 | 71 |
Capital Contribution for loss at Offering close | - | - | - | - | - | |
Distribution to RSE Archive |
| (205) | (205) | - | - | (150) |
Net loss |
| (142) | (140) | (215) | (329) | (105) |
Balance December 31, 2019 |
| $13,584 | $11,786 | $56,647 | $30,531 | $19,066 |
|
|
|
|
|
|
|
See accompanying notes, which are an integral part of these financial statements.
F-74
RSE ARCHIVE, LLC
Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019
|
|
|
|
|
|
|
|
| Series #EINSTEIN | Series #HONUS | Series #75ALI | Series #71ALI | Consolidated |
Members' Equity / (Deficit) |
|
|
|
|
|
|
Balance January 3, 2019 |
| $ - | $ - | $ - | $ - | $ - |
Membership Contributions |
| 13,000 | 505,328 | 45,040 | 29,100 | 1,030,158 |
Capital Contribution |
| 63 | 16 | 5 | 4 | 7,644 |
Capital Contribution for loss at Offering close | - | - | 10 | - | 520 | |
Distribution to RSE Archive |
| (150) | - | - | - | - |
Net loss |
| (73) | (965) | (86) | (55) | (8,041) |
Balance December 31, 2019 |
| $12,840 | $504,379 | $44,969 | $29,049 | $1,030,281 |
See accompanying notes, which are an integral part of these financial statements.
F-75
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
January 3, 2019 (inception) through December 31, 2019
| Series #52MANTLE | (Restated) Series #71MAYS | Series #RLEXPEPSI | Series #10COBB | Series #POTTER |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) | $(607) | $(301) | $(225) | $(233) | $(196) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 220 | 203 | 180 | 154 | 131 |
(Gain) / Loss on sale of Asset | - | - | - | - | - |
Prepaid Insurance | - | - | - | - | - |
Prepaid Storage | - | (2) | - | - | (1) |
Due to the Manager for Insurance | 237 | 100 | 32 | 66 | 66 |
Accounts Payable | - | - | 13 | 13 | - |
Net cash used in operating activities | (150) | - | - | - | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Investment in memorabilia | (125,000) | (47,250) | (16,800) | (35,000) | (70,100) |
Net cash used in investing activities | (125,000) | (47,250) | (16,800) | (35,000) | (70,100) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 126,600 | 48,850 | 17,100 | 36,600 | 70,740 |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | 510 |
Distribution to RSE Archive | - | - | - | (55) | (55) |
Net cash used in financing activities | 126,600 | 48,850 | 17,100 | 36,545 | 71,195 |
|
|
|
|
|
|
Net change in cash | 1,450 | 1,600 | 300 | 1,545 | 1,095 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | 1,450 | 1,600 | 300 | 1,545 | 1,095 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interests issued to Asset Seller as consideration | - | $5,250 | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-76
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
January 3, 2019 (inception) through December 31, 2019
| Series #TWOCITIES | Series #FROST | Series #BIRKINBLU | Series #SMURF | Series #70RLEX |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) | $(142) | $(140) | $(215) | $(329) | $(105) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 131 | 131 | 112 | 110 | 71 |
(Gain) / Loss on sale of Asset | - | - | - | - | - |
Prepaid Insurance | - | - | - | - | - |
Prepaid Storage | (1) | (1) | (1) | - | - |
Due to the Manager for Insurance | 12 | 10 | 104 | 56 | 34 |
Accounts Payable | - | - | - | 13 | - |
Net cash used in operating activities | - | - | - | (150) | - |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | - |
Investment in memorabilia | (12,100) | (10,100) | (55,500) | (29,500) | (17,900) |
Net cash used in investing activities | (12,100) | (10,100) | (55,500) | (29,500) | (17,900) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 13,800 | 12,000 | 56,750 | 30,750 | 19,250 |
Due to the manager and other affiliates | - | - | - | - | - |
Contribution related to Offering Closings and Asset Sales | - | - | - | - | - |
Distribution to RSE Archive | (205) | (205) | - | - | (150) |
Net cash used in financing activities | 13,595 | 11,795 | 56,750 | 30,750 | 19,100 |
|
|
|
|
|
|
Net change in cash | 1,495 | 1,695 | 1,250 | 1,100 | 1,200 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | 1,495 | 1,695 | 1,250 | 1,100 | 1,200 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interest issued to Asset Seller as consideration | - | - | - | - | - |
See accompanying notes, which are an integral part of these financial statements.
F-77
RSE ARCHIVE, LLC
Consolidated Statements of Cash Flows
January 3, 2019 (inception) through December 31, 2019
| Series #EINSTEIN | (Restated) Series #HONUS | Series #75ALI | Series #71ALI | (Restated) Consolidated |
Cash Flows from Operating Activities: |
|
|
|
|
|
Net (Loss) | $(73) | $(965) | $(86) | $(55) | $(8,041) |
Adjustments to Net cash used in operating activities |
|
|
|
|
|
Expenses Paid by Manager and Contributed to the Company / Series | 63 | 16 | 5 | 4 | 7,644 |
(Gain) / Loss on sale of Asset | - | - | - | - | - |
Prepaid Insurance | - | - | - | - | - |
Prepaid Storage | (1) | - | (2) | (1) | (1,881) |
Due to the Manager for Insurance | 11 | 949 | 83 | 52 | 2,607 |
Accounts Payable | - | - | - | - | 130 |
Net cash used in operating activities | - | - | - | - | 459 |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Deposits on memorabilia | - | - | - | - | (282,250) |
Investment in memorabilia | (11,100) | (225,000) | (44,000) | (27,500) | (1,021,650) |
Net cash used in investing activities | (11,100) | (225,000) | (44,000) | (27,500) | (1,303,900) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Proceeds from sale of membership interests | 13,000 | 230,300 | 45,040 | 29,100 | 749,880 |
Due to the manager and other affiliates | - | - | - | - | 577,500 |
Contribution related to Offering Closings and Asset Sales | - | - | 10 | - | 520 |
Distribution to RSE Archive | (150) | - | - | - | - |
Net cash used in financing activities | 12,850 | 230,300 | 45,050 | 29,100 | 1,327,900 |
|
|
|
|
|
|
Net change in cash | 1,750 | 5,300 | 1,050 | 1,600 | 24,459 |
Cash beginning of period | - | - | - | - | - |
Cash end of period | 1,750 | 5,300 | 1,050 | 1,600 | 24,459 |
Supplemental Cash Flow Information: |
|
|
|
|
|
Membership Interest issued to Asset Seller as consideration | - | $275,028 | - | - | $280,278 |
See accompanying notes, which are an integral part of these financial statements.
F-78
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
RSE Archive, LLC (the “Company”) is a Delaware series limited liability company formed on January 3, 2019. RSE Archive Manager, LLC, a single member Delaware limited liability company formed on March 27, 2019 and owned by RSE Markets, Inc., is the manager of the Company (the “Manager”). RSE Markets, Inc. serves as the asset manager for the collection of collectible memorabilia owned by the Company and each series (the “Asset Manager”). The Company was formed to engage in the business of acquiring and managing a collection of collectible memorabilia (the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series” or “Series of Interests”), that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.
The Asset Manager is a Delaware corporation formed on April 28, 2016. The Asset Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company, through the Manager, and the assets owned by the Company in its roles as the Asset Manager of each Series. The Asset Manager is the owner of the Manager.
The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are a single collectible memorabilia (plus any cash reserves for future operating expenses), as well as certain liabilities related to expenses pre-paid by the Asset Manager.
All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).
OPERATING AGREEMENT
General:
In accordance with the Operating Agreement each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.
Operating Expenses:
After the closing of an offering, each Series is responsible for its own “Operating Expenses” (as defined in Note B(5)). Prior to the closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, and may include the Manager or its affiliates or the Asset Manager.
Fees:
Sourcing Fee: The Manager expects to receive a fee at the closing of each successful offering for its services of sourcing the collectible memorabilia (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.
Brokerage Fee: For all Series qualified up to the date of this filing the broker of record received a fee (the “Brokerage Fee”) of 1.0% of the cash from offering for facilitating the sale of securities.
F-79
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Custody Fee: For all Series qualified up to the date of this filing the custody broker received a fee (the “Custody Fee”) of 0.75% of the cash from offering for facilitating the sale of securities.
Free Cash Flow Distributions:
At the discretion of the Manager, a Series may make distributions of “Free Cash Flow” (as defined in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.
In the case that Free Cash Flow is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.
Other:
The Manager is responsible for covering its own expenses.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.
On a total consolidated basis, the Company had sustained a net loss of $(8,041) for the period from January 3, 2019 to December 31, 2019 and had an accumulated deficit of $(8,041) as of December 31, 2019.
All of the liabilities on the balance sheet as of December 31, 2019 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. As of December 31, 2019, the Company has negative working capital of approximately $(0.6) million. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.
Through December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans include anticipating that it will commence commercializing the collection in 2021. Each Series will continue to incur Operating Expenses including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of December 31, 2019.
F-80
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
F-80
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
At December 31, 2019, the Company and the Series for which closings had occurred, had the following cash balances:
Cash Balance | ||
Applicable Series | Asset | 12/31/2019 |
Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | $1,450 |
Series #71MAYS | 1971 Willie Mays Jersey | 1,600 |
Series #RLEXPEPSI | Rolex GMT Master II | 300 |
Series #10COBB | 1910 Ty Cobb Card | 1,545 |
Series #POTTER | 1997 First Edition Harry Potter | 1,095 |
Series #TWOCITIES | First Edition A Tale of Two Cities | 1,495 |
Series #FROST | First Edition A Boy's Will | 1,695 |
Series #BIRKINBLU | Bleu Saphir Lizard Hermès Birkin | 1,250 |
Series #SMURF | Rolex Submariner "Smurf" | 1,100 |
Series #70RLEX | 1970 Rolex Beta 21 | 1,200 |
Series #EINSTEIN | First Edition of Philosopher-Scientist | 1,750 |
Series #HONUS | 1909-11 Honus Wagner Card | 5,300 |
Series #75ALI | 1975 Muhammad Ali Boots | 1,050 |
Series #71ALI | 1971 “Fight of the Century” Contract | 1,600 |
Total Series Cash Balance | 22,430 | |
RSE Archive |
| 2,029 |
Total Cash Balance |
| $24,459 |
|
|
|
The cash on the books of RSE Archive is reserved to funding future pre-closing Operating Expenses or “Acquisition Expenses” (see Note B(6) for definition and additional details), as the case may be. The cash on the books of each Series is reserved for funding of post-closing Operating Expenses. During the period from January 3, 2019 to December 31, 2019, the Manager has paid for certain but not all Operating Expenses related to any of the Series that have had closed offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $7,644.
From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual Series, as has been the case for the majority of the Series for which closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future operating expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.
INITIAL OFFERINGS
The Company has completed several initial offerings since its inception in 2019 and plans to continue to increase the number of initial offerings going forward. The table below outlines all offerings for which a closing has occurred as of December 31, 2019. All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities.
F-81
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Series Interest | Series Name | Underlying Asset | Offering Size | Launch Date | Closing Date | Comments |
Series #52MANTLE Interests | Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | $132,000 | 10/18/2019 | 10/25/2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #71MAYS Interests | Series #71MAYS | 1971 Willie Mays Jersey | $57,000 | 10/25/2019 | 10/31/2019 | • The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering |
Series #RLEXPEPSI Interests | Series #RLEXPEPSI | Rolex GMT Master II 126710BLRO | $17,800 | 11/1/2019 | 11/6/2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #10COBB Interests | Series #10COBB | 1910 E98 Ty Cobb Card | $39,000 | 11/8/2019 | 11/14/2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #POTTER Interests | Series #POTTER | 1997 First Edition Harry Potter | $72,000 | 11/15/2019 | 11/21/2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #TWOCITIES Interests | Series #TWOCITIES | First Edition A Tale of Two Cities | $14,500 | 11/15/2019 | 11/21/2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #FROST Interests | Series #FROST | First Edition A Boy's Will | $13,500 | 11/15/2019 | 11/21/2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #BIRKINBLEU Interests | Series #BIRKINBLEU | Bleu Saphir Lizard Hermès Birkin | $58,000 | 11/22/2019 | 11/27/2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #SMURF Interests | Series #SMURF | Rolex Submariner Date "Smurf" Ref. 116619LB | $34,500 | 11/22/2019 | 11/27/2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #70RLEX Interests | Series #70RLEX | 1970 Rolex Ref. 5100 Beta 21 | $20,000 | 11/27/2019 | 12/6/2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #EINSTEIN Interests | Series #EINSTEIN | First Edition of Philosopher-Scientist | $14,500 | 12/6/2019 | 12/13/2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Series #HONUS Interests | Series #HONUS | 1909-1911 T206 Honus Wagner Card | $520,000 | 12/13/2019 | 12/26/2019 | • The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering |
Series #75ALI Interests | Series #75ALI | 1975 Muhammad Ali Boots worn in fight against Chuck Wepner | $46,000 | 12/20/2019 | 12/29/2019 | • The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering |
Series #71ALI Interests | Series #71ALI | 1971 “Fight of the Century” Contract | $31,000 | 12/20/2019 | 12/30/2019 | • The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering |
Total at 12/31/2019 | 14 Series |
| $1,069,800 |
|
|
|
F-82
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
ASSET DISPOSITIONS
From time to time, the Company receives unsolicited take-over offers for the Underlying Assets. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board evaluates the offers and determines that if, on a case by case basis, it is in the interest of the Investors to sell the Underlying Asset. In certain instances, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no offering has yet occurred. In these instances, the anticipated offering related to such Underlying Asset will be cancelled.
For the period from January 3, 2019 to December 31, 2019, no asset dispositions had been executed.
Please see Note I, Subsequent Events for additional details on closings of initial offerings or asset dispositions after December 31, 2019.
F-83
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
10.Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
All offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s offering circular (as amended). Separate financial statements are presented for each such Series.
11.Use of Estimates:
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.
12.Cash and Cash Equivalents:
The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.
13.Offering Expenses:
Offering expenses related to the offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, that are funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for offering expenses incurred with respect to the offerings for all Series that have had a closing as of the date of the financial statements and potentially other future offerings.
F-84
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In addition to the discrete offering expenses related to a particular Series’ offering, the Manager has also incurred legal, accounting, user compliance expenses and other offering related expenses during the period from January 3, 2019 to December 31, 2019 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of offerings. The Manager treats these expenses as operating expenses related to the Manager’s business and will not be reimbursed for these through any activities or offerings related to the Company or any of the Series.
14.Operating Expenses:
Operating Expenses related to a particular memorabilia include storage, insurance, transportation (other than the initial transportation from the memorabilia location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other memorabilia specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”. We distinguish between pre-closing and post-closing Operating Expenses. Operating Expenses are expensed as incurred.
Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and totaled $7,644 for the period from January 3, 2019 to December 31, 2019.
During the period from January 3, 2019 to December 31, 2019, RSE Archive incurred pre-closing Operating expenses and the following Series had closed Offerings and incurred post-closing Operating Expenses per the table below:
F-85
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Operating Expenses | ||
Applicable Series | Asset | 12/31/2019 |
Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | $607 |
Series #71MAYS | 1971 Willie Mays Jersey | 301 |
Series #RLEXPEPSI | Rolex GMT Master II | 225 |
Series #10COBB | 1910 Ty Cobb Card | 233 |
Series #POTTER | 1997 First Edition Harry Potter | 196 |
Series #TWOCITIES | First Edition A Tale of Two Cities | 142 |
Series #FROST | First Edition A Boy's Will | 140 |
Series #BIRKINBLU | Bleu Saphir Lizard Hermès Birkin | 215 |
Series #SMURF | Rolex Submariner "Smurf" | 329 |
Series #70RLEX | 1970 Rolex Beta 21 | 105 |
Series #EINSTEIN | First Edition of Philosopher-Scientist | 73 |
Series #HONUS | 1909-11 Honus Wagner Card | 965 |
Series #75ALI | 1975 Muhammad Ali Boots | 86 |
Series #71ALI | 1971 “Fight of the Century” Contract | 55 |
RSE Archive |
| 4,333 |
Total Operating Expenses | $8,005 | |
|
|
|
Solely in the case of the Series with closed offerings listed in the table above, the Manager has elected that certain, but not all of the post-closing Operating Expenses for the period from January 3, 2019 to December 31, 2019 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series.
F-86
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
F-86
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
15.Capital Assets:
Memorabilia assets are recorded at cost. The cost of the memorabilia includes the purchase price, including any deposits for the memorabilia funded by the Manager and “Acquisition Expenses,” which include transportation of the memorabilia to the Manager’s storage facility, pre-purchase inspection, pre-offering refurbishment, and other costs detailed in the Manager’s allocation policy.
The Company treats memorabilia assets as collectible and therefore the Company will not depreciate or amortize the collectible memorabilia assets going forward. The collectible memorabilia are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The collectible memorabilia assets are initially purchased by the Company, either prior to launching an offering or through the exercising of a purchase option simultaneous with the closing of an offering for a particular Series. At closing of an offering for a Series of Interests the collectible memorabilia assets, including capitalized Acquisition Expenses, are then transferred to the Series. Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a closing, such as registration fees or fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired memorabilia after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Archive” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the offering. In case of a closing at a loss, the Manager will make an additional capital contribution to the Series to cover any losses, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future operating expenses.
The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties invested in memorabilia assets. For the period from January 3, 2019 to December 31, 2019, the total investment in memorabilia assets was $1,584,178.
F-87
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Of the $1,584,178 of investments during the period from January 3, 2019 to December 31, 2019, $1,578,478 were related to the purchase price of, or down payments on Underlying Assets, excluding $0 related to the Underlying Assets sold. This brings the total spent on purchase price and down-payments at December 31, 2019 to $1,578,478, since the inception of the Company on January 3, 2019.
Acquisition Expenses related to a particular Series, that are incurred prior to the closing of an offering, are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example transportation costs to transport the asset from the seller to the Company’s facility, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses are capitalized into the cost of the memorabilia as per the table below. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.
For the period from January 3, 2019 to December 31, 2019, $5,700 of Acquisition Expenses related to the registration, transportation, inspection, repair of collectible memorabilia and other acquisition related expenses were incurred, excluding $0 related to Underlying Assets sold.
The total investment in memorabilia assets as of December 31, 2019 is as follows:
F-88
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
| Applicable Series |
| Asset | Purchase Price / Down payment | Authen-tication | Other | Total |
Asset 1 | Series #52MANTLE | (1) | 1952 Topps #311 Mickey Mantle Card | $125,000 | $- | $- | $125,000 |
Asset 2 | Series #71MAYS | (1) | 1971 Willie Mays Jersey | 52,500 | - | - | 52,500 |
Asset 3 | Series #RLEXPEPSI | (1) | Rolex GMT Master II | 16,800 | - | - | 16,800 |
Asset 4 | Series #10COBB | (1) | 1910 Ty Cobb Card | 35,000 | - | - | 35,000 |
Asset 5 | Series #POTTER | (1) | 1997 First Edition Harry Potter | 65,000 | 100 | 5,000 | 70,100 |
Asset 6 | Series #TWOCITIES | (1) | First Edition A Tale of Two Cities | 12,000 | 100 | - | 12,100 |
Asset 7 | Series #FROST | (1) | First Edition A Boy's Will | 10,000 | 100 | - | 10,100 |
Asset 8 | Series #BIRKINBLU | (1) | Bleu Saphir Lizard Hermès Birkin | 55,500 | - | - | 55,500 |
Asset 9 | Series #SMURF | (1) | Rolex Submariner "Smurf" | 29,500 | - | - | 29,500 |
Asset 10 | Series #70RLEX | (1) | 1970 Rolex Beta 21 | 17,900 | - | - | 17,900 |
Asset 11 | Series #EINSTEIN | (1) | First Edition of Philosopher-Scientist | 11,000 | 100 | - | 11,100 |
Asset 12 | Series #HONUS | (1) | 1909-11 Honus Wagner Card | 500,028 | - | - | 500,028 |
Asset 13 | Series #75ALI | (1) | 1975 Muhammad Ali Boots | 44,000 | - | - | 44,000 |
Asset 14 | Series #71ALI | (1) | 1971 “Fight of the Century” Contract | 27,500 | - | - | 27,500 |
Asset 15 | Series #APROAK | (2) | AP Royal Oak A-Series | 72,500 | - | - | 72,500 |
Asset 16 | Series #88JORDAN | (2) | 1988 Air Jordan III Sneakers | 20,000 | - | - | 20,000 |
Asset 17 | Series #SNOOPY | (2) | 2015 Omega Speedmaster Moonwatch | 24,000 | - | - | 24,000 |
Asset 18 | Series #98JORDAN | (2) | 1998 Michael Jordan Jersey | 120,000 | - | - | 120,000 |
Asset 19 | Series #18ZION | (2) | 2018 Zion Williamson Sneakers | 13,500 | - | - | 13,500 |
Asset 20 | Series #YOKO | (2) | First Edition Grapefruit | 12,500 | 100 | - | 12,600 |
Asset 21 | Series #APOLLO11 | (2) | Apollo 11 New York Times | 30,000 | - | - | 30,000 |
Asset 22 | Series #APEOD | (2) | AP Royal Oak "End of Days" | 28,000 | - | - | 28,000 |
Asset 23 | Series #ROOSEVELT | (2) | First Edition African Game Trails | 17,000 | 200 | - | 17,200 |
Asset 24 | Series #AGHOWL | (2) | First Edition Howl and Other Poems | 15,500 | - | - | 15,500 |
Asset 25 | Series #56MANTLE | (2) | 1956 Mickey Mantle Card | 9,000 | - | - | 9,000 |
Asset 26 | Series #24RUTHBAT | (2) | 1924 Babe Ruth Bat | 50,000 | - | - | 50,000 |
Asset 27 | Series #33RUTH | (2) | 1933 Babe Ruth Card | 74,000 | - | - | 74,000 |
Asset 28 | Series #BIRKINBOR | (2) | 2015 Hermès Bordeaux Birkin | 12,500 | - | - | 12,500 |
Asset 29 | Series #HIMALAYA | (2) | 2014 Hermès Himalaya Birkin | 32,500 | - | - | 32,500 |
Asset 30 | Series #SPIDER1 | (2) | 1963 Amazing Spider-Man #1 | 5,000 | - | - | 5,000 |
Asset 31 | Series #BATMAN3 | (2) | 1940 Batman #3 | 18,750 | - | - | 18,750 |
Asset 32 | Series #ULYSSES | (2) | 1935 First Edition Ulysses | 22,000 | - | - | 22,000 |
Total |
|
|
| $1,578,478 | $700 | $5,000 | $1,584,178 |
|
|
|
|
|
|
|
|
Acquisition Expense 2019 |
|
| $1,578,478 | $700 | $5,000 | $1,584,178 | |
Note: Excludes $0 of capitalized acquisitions costs related to Underlying Assets sold.
(3)Offering for Series Interests closed at December 31, 2019 and Underlying Asset owned by applicable Series.
(4)At December 31, 2019 owned by RSE Archive, LLC and not by any Series. To be owned by the applicable Series as of the closing of the applicable offering.
F-89
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
16.Members’ Equity:
Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the period.
Capital contributions from the Manager are made to cover Operating Expenses (as described in Note B(5) above), such as storage, insurance, transportation and ongoing accounting and legal expenses incurred by the Company or any of the Series, for which the Manager has elected not to be reimbursed.
Members’ equity in Membership Contributions issued in a successful closing of an offering for a particular Series are calculated by taking the amount of membership Interests sold in an offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the offering are paid from the proceeds of any successfully closed offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an offering does not close. At December 31, 2019, the following offerings for Series Interests had closed:
Membership Contribution and Uses at Closing | |||||||
Applicable Series | Asset | Closing Date | Membership Interests | Brokerage Fee | Sourcing Fee | Custody Fee | Total |
Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | 10/25/2019 | $132,000 | $1,320 | $3,090 | $990 | $126,600 |
Series #71MAYS | 1971 Willie Mays Jersey | 10/31/2019 | 57,000 | 570 | 1,830 | 500 | 54,100 |
Series #RLEXPEPSI | Rolex GMT Master II | 11/6/2019 | 17,800 | 178 | 22 | 500 | 17,100 |
Series #10COBB | 1910 Ty Cobb Card | 11/14/2019 | 39,000 | 390 | 1,510 | 500 | 36,600 |
Series #POTTER | 1997 First Edition Harry Potter | 11/21/2019 | 72,000 | 720 | - | 540 | 70,740 |
Series #TWOCITIES | First Edition A Tale of Two Cities | 11/21/2019 | 14,500 | 145 | 55 | 500 | 13,800 |
Series #FROST | First Edition A Boy's Will | 11/21/2019 | 13,500 | 135 | 865 | 500 | 12,000 |
Series #BIRKINBLU | Bleu Saphir Lizard Hermès Birkin | 11/27/2019 | 58,000 | 580 | 170 | 500 | 56,750 |
Series #SMURF | Rolex Submariner "Smurf" | 11/27/2019 | 34,500 | 345 | 2,905 | 500 | 30,750 |
Series #70RLEX | 1970 Rolex Beta 21 | 12/9/2019 | 20,000 | 200 | 50 | 500 | 19,250 |
Series #EINSTEIN | First Edition of Philosopher-Scientist | 12/12/2019 | 14,500 | 145 | 855 | 500 | 13,000 |
Series #HONUS | 1909-11 Honus Wagner Card | 12/26/2019 | 520,000 | 5,200 | 5,572 | 3,900 | 505,328 |
Series #75ALI | 1975 Muhammad Ali Boots | 12/30/2019 | 46,000 | 460 | - | 500 | 45,040 |
Series #71ALI | 1971 “Fight of the Century” Contract | 12/30/2019 | 31,000 | 310 | 1,090 | 500 | 29,100 |
Total |
|
| $1,069,800 | $10,698 | $18,014 | $10,930 | $1,030,158 |
|
|
|
|
|
|
|
|
Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.
F-90
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
17.Income taxes:
Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986. Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2019.
RSE Archive, LLC, as the master series of the Company and RSE Archive Manager, LLC, the Manager of the Company, intend to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.
18.Earnings (loss) / income per membership interest:
Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the period.
As of the period from January 3, 2019 to December 31, 2019, the following Series had closed offerings and the (losses) / income per membership Interest as per the table below:
Earnings (Loss) Per Membership Interest (EPMI) | ||||
|
|
| 12/31/2019 |
|
Applicable Series | Asset | Membership Interests | Net (Loss) / Income | EPMI |
Series #52MANTLE | 1952 Topps #311 Mickey Mantle Card | 1,000 | $(607) | $(0.61) |
Series #71MAYS | 1971 Willie Mays Jersey | 2,000 | (301) | (0.15) |
Series #RLEXPEPSI | Rolex GMT Master II | 2,000 | (225) | (0.11) |
Series #10COBB | 1910 Ty Cobb Card | 1,000 | (233) | (0.23) |
Series #POTTER | 1997 First Edition Harry Potter | 3,000 | (196) | (0.07) |
Series #TWOCITIES | First Edition A Tale of Two Cities | 200 | (142) | (0.71) |
Series #FROST | First Edition A Boy's Will | 200 | (140) | (0.70) |
Series #BIRKINBLU | Bleu Saphir Lizard Hermès Birkin | 1,000 | (215) | (0.21) |
Series #SMURF | Rolex Submariner "Smurf" | 2,000 | (329) | (0.16) |
Series #70RLEX | 1970 Rolex Beta 21 | 1,000 | (105) | (0.10) |
Series #EINSTEIN | First Edition of Philosopher-Scientist | 2,000 | (73) | (0.04) |
Series #HONUS | 1909-11 Honus Wagner Card | 10,000 | (965) | (0.10) |
Series #75ALI | 1975 Muhammad Ali Boots | 2,000 | (86) | (0.04) |
Series #71ALI | 1971 “Fight of the Century” Contract | 2,000 | (55) | (0.03) |
F-91
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE C - RELATED PARTY TRANSACTIONS
Series Members
The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.
Officer and Affiliate Loans
From time to time, individual officers and affiliates of the Manager may make loans to the Company to facilitate the purchase of memorabilia assets prior to the closing of a Series’ offering. It is anticipated that each of the loans and related interest will be paid by the Company through proceeds of the offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the broker of record and the custody broker and their respective affiliates, from the proceeds of a closed offering, the memorabilia would then transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another memorabilia assets.
As of December 31, 2019, no loans were outstanding to either officers or affiliates of the Manager.
F-92
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE D –DEBT
On April 30, 2019, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into a $1.5 million revolving line of credit with Silicon Valley Bank. The LoC allowed the Asset Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense is paid monthly by the Asset Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Asset Manager and the Company cancelled the LoC and the Asset Manager repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.
Simultaneous with the cancellation of the LoC, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into a $2.25 million demand note (the “DM”) with Upper90. The DM allows the Asset Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. It is anticipated that the Asset Manager will replace the DM with a more permanent piece of debt from Upper90 at essentially the same terms sometime in the second quarter of 2020.
As of December 31, 2019, $1,560,000 debt plus $7,800 of accrued interest was outstanding under the DM. Of the $1,560,000 outstanding, $565,000 were related to memorabilia assets and the remainder to assets of the affiliate of the Asset Manager, per the table below:
Borrowing Base | ||||
Asset Type | Series | Underlying Asset | $ Borrowed | Date Drawn |
Automobile | #81AV1 | 1982 Aston Martin V8 Vantage | $285,000 | 12/20/2019 |
Automobile | #72FG2 | 1972 Ferrari 365 GT C/4 | 275,000 | 12/20/2019 |
Automobile | #95FF1 | 1995 Ferrari 355 Spider | 105,000 | 12/20/2019 |
Automobile | #03SS1 | 2003 Series Saleen S7 | 330,000 | 12/20/2019 |
Memorabilia | #98JORDAN | 1998 Michael Jordan Jersey | 120,000 | 12/20/2019 |
Memorabilia | #33RUTH | 1933 Babe Ruth Card | 74,000 | 12/20/2019 |
Memorabilia | #56MANTLE | 1956 Mickey Mantle Card | 9,000 | 12/20/2019 |
Memorabilia | #88JORDAN | 1988 Air Jordan III Sneakers | 20,000 | 12/20/2019 |
Memorabilia | #AGHOWL | First Edition Howl and Other Poems | 15,500 | 12/20/2019 |
Memorabilia | #ROOSEVELT | First Edition African Game Trails | 17,000 | 12/20/2019 |
Memorabilia | #ULYSSES | 1935 First Edition Ulysses | 22,000 | 12/20/2019 |
Memorabilia | #YOKO | First Edition Grapefruit | 12,500 | 12/20/2019 |
Memorabilia | #BIRKINBOR | 2015 Hermès Bordeaux Birkin | 50,000 | 12/20/2019 |
Memorabilia | #HIMALAYA | 2014 Hermès Himalaya Birkin | 130,000 | 12/20/2019 |
Memorabilia | #SPIDER1 | 1963 Amazing Spider-Man #1 | 20,000 | 12/20/2019 |
Memorabilia | #BATMAN3 | 1940 Batman #3 | 75,000 | 12/20/2019 |
Total |
|
| $1,560,000 |
|
Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of an affiliate of the Asset Manager.
F-93
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY
Overview of Revenues
As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.
Overview of Costs and Expenses
The Company distinguishes costs and expenses between those related to the purchase of a particular memorabilia asset and Operating Expenses related to the management of such memorabilia assets.
Fees and expenses related to the purchase of an underlying memorabilia asset include Offering Expenses, Acquisition Expenses Brokerage Fee, Custody Fee and Sourcing Fee.
Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the closing of an offering and those incurred after the closing of an offering. Although these pre- and post- closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).
Allocation Methodology
Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying memorabilia assets or the number of memorabilia, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.
F-94
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)
Allocation Methodology or Description by Category
·Revenue: Revenues from the anticipated commercialization of the collection of memorabilia will be allocated amongst the Series whose underlying memorabilia are part of the commercialization events, based on the value of the underlying memorabilia assets. No revenues attributable directly to the Company or any Series have been generated during the period from January 3, 2019 to December 31, 2019.
·Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. Offering Expenses are charged to a specific Series.
·Acquisition Expenses: Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon closing of the offering for the Series Interests.
·Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering (see note B(7)) and is charged to the specific Series. Losses incurred related to closed offerings, due to shortfalls between proceeds from closed offerings and costs incurred in relation to these offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).
·Brokerage Fee: The Brokerage Fee is paid to the broker of record from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.
·Custody Fee: The Custody Fee is paid to the custody broker from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.
·Operating Expenses: Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs and other Series related Operating Expenses, are expensed as incurred:
oPre-closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.
oPost-closing Operating Expenses are the responsibility of each individual Series.
oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:
§Insurance: based on the premium rate allocated by value of the Underlying Assets
§Storage: based on the number of Underlying Assets
F-95
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES
Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:
v)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations.
vi)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series.
vii)Thereafter, at least 50% of Free Cash Flow (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to interest holders of a particular Series.
viii)The Manager may receive up to 50% of Free Cash Flow in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series.
“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.
As of December 31, 2019, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series.
F-96
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
F-96
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE G - INCOME TAX
As of December 31, 2019, each individual Series has elected to be treated as a corporation for tax purposes.
No provision for income taxes for the period from January 3, 2019 to December 31, 2019 has been recorded for any individual Series as all individual Series incurred net losses. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net deferred tax assets at December 31, 2019 are fully offset by a valuation allowance, and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2019 has been recognized. Losses incurred after January 1, 2019 do not expire for federal income tax purposes.
Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Archive has elected to be treated as a partnership; thus, for the period from January 3, 2019 to December 31, 2019 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.
Period from January 3, 2019 to December 31, 2019:
Applicable Series | Federal Tax Benefit at Statutory Rate | Change in Valuation Allowance | Benefit for Income Taxes |
Series #52MANTLE | $ (127) | $ 127 | $ - |
Series #71MAYS | (63) | 63 | - |
Series #RLEXPEPSI | (47) | 47 | - |
Series #10COBB | (49) | 49 | - |
Series #POTTER | (41) | 41 | - |
Series #TWOCITIES | (30) | 30 | - |
Series #FROST | (29) | 29 | - |
Series #BIRKINBLU | (45) | 45 | - |
Series #SMURF | (69) | 69 | - |
Series #70RLEX | (22) | 22 | - |
Series #EINSTEIN | (15) | 15 | - |
Series #HONUS | (203) | 203 | - |
Series #75ALI | (18) | 18 | - |
Series #71ALI | (12) | 12 | - |
Total | $ (770) | $ 770 | $ - |
|
|
|
|
|
|
|
|
F-97
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE G - INCOME TAX (CONTINUED)
Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2019, consisting of net operating losses, were as follows:
Federal Loss Carry-forward | |||
Applicable Series | Federal Loss Carry-forward | Valuation Allowance | Net Deferred Tax Asset |
Series #52MANTLE | $ (127) | $ 127 | $ - |
Series #71MAYS | (63) | 63 | - |
Series #RLEXPEPSI | (47) | 47 | - |
Series #10COBB | (49) | 49 | - |
Series #POTTER | (41) | 41 | - |
Series #TWOCITIES | (30) | 30 | - |
Series #FROST | (29) | 29 | - |
Series #BIRKINBLU | (45) | 45 | - |
Series #SMURF | (69) | 69 | - |
Series #70RLEX | (22) | 22 | - |
Series #EINSTEIN | (15) | 15 | - |
Series #HONUS | (203) | 203 | - |
Series #75ALI | (18) | 18 | - |
Series #71ALI | (12) | 12 | - |
Total | $ (770) | $ 770 | $ - |
|
|
|
|
|
|
|
|
Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.
F-98
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE H - CONTINGENCIES
COVID-19
The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.
Restriction on Sale of Series #HONUS
·Without the Company’s prior written consent (which may be withheld in the Company’s sole discretion), the Asset Seller will not, directly or indirectly, offer, pledge, sell, transfer, hypothecate, mortgage, grant or encumber, sell or grant any option, purchase any option, enter into any arrangement or contract to do any of the foregoing, or otherwise transfer, dispose or encumber the Asset Seller’s Equity Interest.
·Without the Asset Seller’s prior written consent, the Company will not sell the Underlying Asset within 36-months of the Closing.
·The Company will not sell the Underlying Asset for a purchase price of less than $1,900,000.00 without the Asset Seller’s prior written consent.
·For a 10 year period following the Closing, the Company (or our designee(s)) will have the right, exercisable at any time upon written notice to the Asset Seller, to repurchase from the Asset Seller the Asset Seller Equity Interest for a purchase price valuing the Series at no less than $1,900,000.00. In the event the Company exercises this right, the Asset Seller will execute and deliver or cause to be executed and delivered to us such agreements or instruments as we may reasonably request, in order to facilitate such repurchase.
·If the Underlying Asset is sold within 5 years of the Closing, the Company will use commercially reasonable efforts to include as a condition in the sale agreement relating to such sale that purchaser of the Underlying Asset must lend the Underlying Asset to the Asset Seller for 60 days per calendar year for a 24-month period post-sale. The Company will have no further obligation to the Asset Seller once the Company sells the Underlying Asset.
F-99
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE I - SUBSEQUENT EVENTS
Subsequent Offerings
The table below shows all offerings, which have closed after the date of the financial statements through March 31, 2020.
Series Interest | Series Name | Underlying Asset | Offering Size | Opening Date | Closing Date | Status | Comments |
Series #88JORDAN Interest | Series Michael Jordan 1988 Sneakers | 1988 Michael Jordan Nike Air Jordan III Sneakers | $ 22,000 | 1/19/2020 | 1/27/2019 | Closed | • Purchase Agreement to acquire the Underlying Asset for $20,000 entered on 10/16/2019 with expiration on 12/16/2019 |
Series #56MANTLE Interest | Series 1956 Topps Mickey Mantle Card | 1956 Topps #135 Mickey Mantle Card | $ 10,000 | 1/3/2020 | 3/11/2020 | Closed | • Acquired Underlying Asset for $9,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager • $10,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds |
Series #BIRKINBOR Interest | Series Hermès Bordeaux Porosus Birkin Bag | 2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware | $ 52,500 | 2/14/2020 | 2/20/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $50,000 entered on 11/20/2019 |
Series #33RUTH Interest | Series 1933 Goudey Babe Ruth Card | 1933 Goudey #144 Babe Ruth Card | $ 77,000 | 2/21/2020 | 2/26/2020 | Closed | • Acquired Underlying Asset for $74,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager |
Series #SPIDER1 Interest | Series 1963 Amazing Spider-Man #1 | 1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5 | $22,000 | 2/28/2020 | 3/4/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $20,000 entered on 11/27/2019 |
Series #BATMAN3 Interest | Series 1940 Batman #3 | 1940 D.C. Comics Batman #3 CGC NM 9.4 | $78,000 | 2/28/2020 | 3/4/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $75,000 entered on 11/27/2019 |
F-100
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE I - SUBSEQUENT EVENTS (CONTINUED)
Series Interest | Series Name | Underlying Asset | Offering Size | Opening Date | Closing Date | Status | Comments |
Series #AGHOWL Interest | Series Howl and Other Poems | First Edition Howl and Other Poems | $19,000 | 3/6/2020 | 3/11/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $15,500 entered on 7/30/2019 |
Series #ROOSEVELT Interest | Series African Game Trails | First Edition African Game Trails | $19,500 | 3/6/2020 | 3/10/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $17,000 entered on 7/30/2019 |
Series #ULYSSES Interest | Series Ulysses | 1935 First Edition Ulysses | $25,500 | 3/6/2020 | 3/10/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $22,000 entered on 7/30/2019 |
Series #98JORDAN Interest | Series Michael Jordan Jersey | 1998 Michael Jordan Jersey | $128,000 | 3/13/2020 | 3/22/2020 | Closed | • Purchase Option Agreement to acquire Underlying Asset for $120,000 entered on 4/26/2019 • $128,000 Offering closed on 3/22/2020 and payments made by the Manager and other Obligations were paid through the proceeds |
The Company expects to launch and close additional offerings throughout the remainder of the year and beyond.
Asset Disposition
On February 1, 2020, the Company received an unsolicited take-over offer for Series “Fight of The Century” Contract, the Underlying Asset for Series #71ALI, in the amount of $40,000. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board has evaluated the offer and has determined that it is in the interest of the Investors to sell the Series “Fight of The Century” Contract. The purchase and sale agreement was executed on February 7, 2020.
F-101
RSE ARCHIVE, LLC
Notes to Consolidated Financial Statements
NOTE J - RESTATEMENT
During the period from January 3, 2019 to December 31, 2019, the Company incorrectly included the non-cash membership interests issued as part of the total consideration issued by the Company to the sellers of Series #HONUS and Series #71MAYS, in the statements of cash flows, for each of these two individual Series and in the consolidated statement of the Company. As a result, the Cash Flows from Investing Activities and Cash Flows from Financing Activities for these two Series and the consolidated amounts have been restated to appropriately reflect the amount of cash consideration that was (i) paid for the specific assets and recorded as Investment in Memorabilia in Cash Flows from Investing Activities, and (ii) received by the Series through the offering of membership interests and recorded as Proceeds from Sale of Membership Interest in Cash Flows from Financing Activities. The error had no effect on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of members’ equity (deficit).
The specific adjustments related to each Series and the total consolidated amounts of the Company in the Statement of Cash Flows follows:
|
| Series #HONUS | ||||
|
| As Originally Filed |
| Adjustment |
| As Restated |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Investment in memorabilia |
| ($500,028) |
| $275,028 |
| ($225,000) |
Net cash used in investing activities |
| ($500,028) |
| $275,028 |
| ($225,000) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from sale of membership interests |
| $505,328 |
| ($275,028) |
| $230,300 |
Net cash provided by financing activities |
| $505,328 |
| ($275,028) |
| $230,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series #71MAYS | ||||
|
| As Originally Filed |
| Adjustment |
| As Restated |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Investment in memorabilia |
| ($52,500) |
| $5,250 |
| ($47,250) |
Net cash used in investing activities |
| ($52,500) |
| $5,250 |
| ($47,250) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from sale of membership interests |
| $54,100 |
| ($5,250) |
| $48,850 |
Net cash provided by financing activities |
| $54,100 |
| ($5,250) |
| $48,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated | ||||
|
| As Originally Filed |
| Adjustment |
| As Restated |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Investment in memorabilia |
| ($1,301,928) |
| $280,278 |
| ($1,021,650) |
Net cash used in investing activities |
| ($1,584,178) |
| $280,278 |
| ($1,303,900) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from sale of membership interests |
| $1,030,158 |
| ($280,278) |
| $749,880 |
Net cash provided by financing activities |
| $1,608,178 |
| ($280,278) |
| $1,327,900 |
F-101
Exhibit 2.1 – Certificate of Formation for RSE Archive, LLC (1)
Exhibit 2.2 – Amended and Restated Operating Agreement for RSE Archive, LLC (3)
Exhibit 2.3 – Certificate of Formation for RSE Archive Manager, LLC (1)
Exhibit 2.4 – Operating Agreement for RSE Archive Manager, LLC (2)
Exhibit 3.1 – Form of Series Designation (1)
Exhibit 4.1 – Amended and Restated Form of Subscription Agreement (4)
Exhibit 6.1 – Amended and Restated Form of Asset Management Agreement (9)
Exhibit 6.2 – Broker of Record Agreement (1)
Exhibit 6.3 – Purchase Option Agreement in respect of Series #10COBB Asset (1)
Exhibit 6.4 – Purchase Option Agreement in respect of Series #52MANTLE Asset (1)
Exhibit 6.5 – Purchase Option Agreement in respect of Series #71ALI Asset (1)
Exhibit 6.6 – Purchase Option Agreement in respect of Series #71MAYS Asset (1)
Exhibit 6.7 – Purchase Option Agreement in respect of Series #98JORDAN Asset (1)
Exhibit 6.8 – Purchase Option Agreement in respect of Series #AGHOWL Asset (1)
Exhibit 6.9 – Purchase Option Agreement in respect of Series #EINSTEIN Asset (1)
Exhibit 6.10 – Purchase Option Agreement in respect of Series #FROST Asset (1)
Exhibit 6.11 – Purchase Option Agreement in respect of Series #POTTER Asset (1)
Exhibit 6.12 – Purchase Option Agreement in respect of Series #ROOSEVELT Asset (1)
Exhibit 6.13 – Purchase Option Agreement in respect of Series #TWOCITIES Asset (1)
Exhibit 6.14 – Purchase Option Agreement in respect of Series #ULYSSES Asset (1)
Exhibit 6.15 – Purchase Option Agreement in respect of Series #YOKO Asset (1)
Exhibit 6.16 – Purchase Agreement in respect of Series #70RLEX Asset (3)
Exhibit 6.17 – Purchase Agreement in respect of Series #RLEXPEPSI Asset (3)
Exhibit 6.18 – Purchase Agreement in respect of Series #SMURF Asset (5)
Exhibit 6.19 – Purchase Agreement in respect of Series #APEOD Asset (5)
Exhibit 6.20 – Purchase Agreement in respect of Series #APROAK Asset (5)
Exhibit 6.21 – Purchase Option Agreement in respect of Series #15PTKWT Asset (5)
Exhibit 6.22 – Purchase Agreement in respect of Series #18ZION Asset (5)
Exhibit 6.23 – Purchase Agreement in respect of Series #75ALI Asset (5)
Exhibit 6.24 – Purchase Agreement in respect of Series #88JORDAN Asset (5)
Exhibit 6.25 – Purchase Agreement in respect of Series #APOLLO11 Asset (5)
Exhibit 6.26 – Purchase Agreement in respect of Series #BIRKINBLEU Asset (5)
Exhibit 6.27 – Purchase Agreement in respect of Series #SNOOPY Asset (6)
Exhibit 6.28 – Purchase Option Agreement in respect of Series #HONUS Asset (6)
Exhibit 6.29 – Purchase Agreement in respect of Series #24RUTHBAT Asset (7)
Exhibit 6.30 – Purchase Agreement in respect of Series #33RUTH Asset (7)
Exhibit 6.31 – Purchase Agreement in respect of Series #56MANTLE Asset (7)
Exhibit 6.32 – Purchase Option Agreement in respect of Series #BIRKINBOR Asset (7)
Exhibit 6.33 – Purchase Option Agreement in respect of Series #HIMALAYA Asset (7)
Exhibit 6.34 – Purchase Option Agreement in respect of Series #SPIDER1 Asset (7)
Exhibit 6.35 – Purchase Option Agreement in respect of Series #BATMAN3 Asset (7)
Exhibit 6.36 – Purchase Agreement in respect of Series #BOND1 Asset (8)
Exhibit 6.37 – Purchase Agreement in respect of Series #CATCHER Asset (8)
Exhibit 6.38 – Purchase Agreement in respect of Series #LOTR Asset (8)
Exhibit 6.40 – Purchase Agreement in respect of Series #AMZFNT1 Asset (8)
Exhibit 6.41 – Purchase Agreement in respect of Series #HULK1 Asset (8)
Exhibit 6.42 – Purchase Agreement in respect of Series #BATMAN1 Asset (8)
Exhibit 6.43 – Purchase Agreement in respect of Series #55CLEMENTE Asset (8)
Exhibit 6.44 – Purchase Agreement in respect of Series #38DIMAGGIO Asset (8)
Exhibit 6.45 – Purchase Agreement in respect of Series #RUTHBALL1 Asset (8)
Exhibit 6.46 – Purchase Agreement in respect of Series #86JORDAN Asset (9)
Exhibit 6.47 – Purchase Agreement in respect of Series #GMTBLACK1 Asset (9)
III-1
Exhibit 6.48 – Purchase Agreement in respect of Series #SHKSPR4 Asset (9)
Exhibit 6.49 – Purchase Agreement in respect of Series #50JACKIE Asset (9)
Exhibit 6.50 – Purchase Agreement in respect of Series #POKEMON1 Asset (9)
Exhibit 6.51 – Purchase Option Agreement in respect of Series #FANFOUR1 Asset (9)
Exhibit 6.52 – Purchase Agreement in respect of Series #CHURCHILL Asset (9)
Exhibit 6.53 – Purchase Agreement in respect of Series #ANMLFARM Asset (9)
Exhibit 6.54 – Purchase Option Agreement in respect of Series #CAPTAIN3 Asset (9)
Exhibit 6.55 – Purchase Option Agreement in respect of Series #SUPER21 Asset (9)
Exhibit 6.56 – Purchase Option Agreement in respect of Series #SOBLACK Asset (9)
Exhibit 6.57 – Purchase Option Agreement in respect of Series #FAUBOURG Asset (9)
Exhibit 6.58 – Purchase Option Agreement in respect of Series #BIRKINTAN Asset (9)
Exhibit 6.59 – (15)
Exhibit 6.60 - Purchase Agreement in respect of Series #56TEDWILL Asset (10)
Exhibit 6.61 - Purchase Agreement in respect of Series #03LEBRON Asset (10)
Exhibit 6.62 - Purchase Agreement in respect of Series #03JORDAN Asset (10)
Exhibit 6.63 - Purchase Agreement in respect of Series #68MAYS Asset (10)
Exhibit 6.64 - Purchase Agreement in respect of Series #51MANTLE Asset (10)
Exhibit 6.65 - Purchase Option Agreement in respect of Series #85MARIO Asset (10)
Exhibit 6.66 - Purchase Agreement in respect of Series #TKAM Asset (10)
Exhibit 6.67 - Purchase Option Agreement in respect of Series #TMNT1 Asset (10)
Exhibit 6.68 - Purchase Agreement in respect of Series #LINCOLN Asset (10)
Exhibit 6.69 - Purchase Agreement in respect of Series #61JFK Asset (10)
Exhibit 6.70 - Purchase Option Agreement in respect of Series #GATSBY Asset (10)
Exhibit 6.71 - Purchase Option Agreement in respect of Series #NEWTON Asset (10)
Exhibit 6.72 - Purchase Agreement in respect of Series #BATMAN6 Asset (10)
Exhibit 6.73 - Purchase Agreement in respect of Series #STARWARS1 Asset (10)
Exhibit 6.74 - Purchase Agreement in respect of Series #DAREDEV1 Asset (10)
Exhibit 6.75 - Purchase Option Agreement in respect of Series #ALICE Asset (11)
Exhibit 6.76 - Purchase Agreement in respect of Series #14DRC Asset (11)
Exhibit 6.77 - Purchase Agreement in respect of Series #05LATOUR Asset (11)
Exhibit 6.78 - Purchase Agreement in respect of Series #16PETRUS Asset (11)
Exhibit 6.79 - Purchase Agreement in respect of Series #16SCREAG Asset (11)
Exhibit 6.80 - Purchase Option Agreement in respect of Series #HALONFR Asset (11)
Exhibit 6.81 - Purchase Agreement in respect of Series #03KOBE Asset (11)
Exhibit 6.82 - Purchase Agreement in respect of Series #86RICE Asset (11)
Exhibit 6.83 - Purchase Agreement in respect of Series #AVENGERS1 Asset (11)
Exhibit 6.84 - Purchase Agreement in respect of Series #SUPER14 Asset (11)
Exhibit 6.85 - Purchase Agreement in respect of Series #94JETER Asset (11)
Exhibit 6.86 - Purchase Agreement in respect of Series #62MANTLE Asset (11)
Exhibit 6.87 - Purchase Agreement in respect of Series #DUNE Asset (11)
Exhibit 6.88 - Purchase Agreement in respect of Series #TOS39 Asset (11)
Exhibit 6.89 - Purchase Option Agreement in respect of Series #2020TOPPS Asset (11)
Exhibit 6.90 - Purchase Agreement in respect of Series #93DAYTONA Asset (11)
Exhibit 6.91 - Purchase Agreement in respect of Series #TORNEK Asset (11)
Exhibit 6.92 - Purchase Agreement in respect of Series #57STARR Asset (11)
Exhibit 6.93 - Purchase Agreement in respect of Series #57MANTLE Asset (11)
Exhibit 6.94 - Purchase Agreement in respect of Series #39TEDWILL Asset (11)
Exhibit 6.95 - Purchase Agreement in respect of Series #37HEISMAN Asset (12)
Exhibit 6.96 - Purchase Agreement in respect of Series #JUSTICE1 Asset (12)
Exhibit 6.97 - Purchase Agreement in respect of Series #AF15 Asset (12)
Exhibit 6.98 - Purchase Agreement in respect of Series #59JFK Asset (12)
Exhibit 6.99 - Purchase Agreement in respect of Series #CLEMENTE2 Asset (12)
Exhibit 6.100 - Purchase Agreement in respect of Series #SPIDER10 Asset (12)
Exhibit 6.101 - Purchase Agreement in respect of Series #GRAPES Asset (12)
Exhibit 6.102 - Purchase Agreement in respect of Series #09TROUT Asset (12)
Exhibit 6.103 - Purchase Agreement in respect of Series #JOBSMAC Asset (12)
III-2
Exhibit 6.104 - Purchase Agreement in respect of Series #AVENGE57 Asset (12)
Exhibit 6.105 - Purchase Agreement in respect of Series #PICNIC Asset (12)
Exhibit 6.106 - Purchase Agreement in respect of Series #79STELLA Asset (12)
Exhibit 6.107 - Purchase Agreement in respect of Series #KEROUAC Asset (13)
Exhibit 6.108 - Purchase Agreement in respect of Series #09BEAUX Asset (13)
Exhibit 6.109 - Purchase Agreement in respect of Series #13BEAUX Asset (13)
Exhibit 6.110 - Purchase Agreement in respect of Series #09RBLEROY Asset (13)
Exhibit 6.111 - Purchase Agreement in respect of Series #00MOUTON Asset (13)
Exhibit 6.112 - Purchase Agreement in respect of Series #11BELAIR Asset (13)
Exhibit 6.113 - Purchase Agreement in respect of Series #06BRM Asset (13)
Exhibit 6.114 - Purchase Agreement in respect of Series #17DUJAC Asset (13)
Exhibit 6.115 - Purchase Agreement in respect of Series #00NEWMAN Asset (13)
Exhibit 6.116 - Purchase Agreement in respect of Series #NASA1 Asset (13)
Exhibit 6.117 - Purchase Agreement in respect of Series #03KOBE2 Asset (13)
Exhibit 6.118 - Purchase Agreement in respect of Series #FAUBOURG2 Asset (13)
Exhibit 6.119 - Amended and Restated Upper90 Secured Demand Promissory Term Note (16)
Exhibit 6.120 - Purchase Agreement in respect of Series #03TACHE Asset (17)
Exhibit 6.121 - Purchase Agreement in respect of Series #04LEBRON Asset (17)
Exhibit 6.122 - Purchase Agreement in respect of Series #THOR Asset (17)
Exhibit 6.123 - Purchase Agreement in respect of Series #85NES Asset (17)
Exhibit 6.124 - Purchase Agreement in respect of Series #WILDGUN Asset (17)
Exhibit 6.125 - Purchase Agreement in respect of Series #88MARIO Asset (17)
Exhibit 6.126 - Purchase Agreement in respect of Series #GOLDENEYE Asset (17)
Exhibit 6.127 - Purchase Agreement in respect of Series #13MUSIGNY Asset (17)
Exhibit 6.128 - Purchase Agreement in respect of Series #DIMAGGIO2 Asset (17)
Exhibit 6.129 - Purchase Agreement in respect of Series #85JORDAN Asset (17)
Exhibit 6.130 - Purchase Agreement in respect of Series #00BRADY Asset (17)
Exhibit 6.131 - Purchase Agreement in respect of Series #34GEHRIG Asset (17)
Exhibit 6.132 - Purchase Agreement in respect of Series #69KAREEM Asset (17)
Exhibit 6.133 - Purchase Agreement in respect of Series #16KOBE Asset (17)
Exhibit 6.134 - Purchase Agreement in respect of Series #MOONSHOE Asset (18)
Exhibit 6.135 - Purchase Agreement in respect of Series #70AARON Asset (18)
Exhibit 6.136 - Purchase Agreement in respect of Series #13GIANNIS Asset (18)
Exhibit 6.137 - Purchase Agreement in respect of Series #03LEBRON2 Asset (18)
Exhibit 6.138 - Purchase Agreement in respect of Series #BULLSRING Asset (18)
Exhibit 6.139 - Purchase Agreement in respect of Series #09COBB Asset (18)
Exhibit 6.140 - Purchase Agreement in respect of Series #18LAMAR Asset (18)
Exhibit 6.141 - Purchase Agreement in respect of Series #51HOWE Asset (18)
Exhibit 6.142 - Purchase Agreement in respect of Series #86FLEER Asset (18)
Exhibit 6.143 - Purchase Agreement in respect of Series #58PELE Asset (18)
Exhibit 6.144 - Purchase Agreement in respect of Series #58PELE2 Asset (18)
Exhibit 6.145 - Purchase Agreement in respect of Series #04MESSI Asset (18)
Exhibit 6.146 - Purchase Agreement in respect of Series #99TMB2 Asset (18)
Exhibit 6.147 - Purchase Agreement in respect of Series #98KANGA Asset (18)
Exhibit 6.148 - Purchase Agreement in respect of Series #FEDERAL Asset (18)
Exhibit 6.149 - Bill of Sale in respect of Series #59BOND (19)
Exhibit 6.150 - Bill of Sale in respect of Series #62BOND (19)
Exhibit 6.151 - Purchase Agreement in respect of Series #DEATON (19)
Exhibit 6.152 - Purchase Agreement in respect of Series #XMEN1 (19)
Exhibit 6.153 - Bill of Sale in respect of Series #ICECLIMB (19)
Exhibit 6.154 - Purchase Agreement in respect of Series #PUNCHOUT (19)
Exhibit 6.155 - Purchase Agreement in respect of Series #POKEBLUE (19)
Exhibit 6.156 - Bill of Sale in respect of Series #98GTA (19)
Exhibit 6.157 - Bill of Sale in respect of Series #FOSSILBOX (19)
Exhibit 6.158 - Bill of Sale in respect of Series #96CHARZRD (19)
Exhibit 6.159 - Bill of Sale in respect of Series #JUNGLEBOX (19)
III-4
Exhibit 6.160 - Bill of Sale in respect of Series #01TIGER (19)
Exhibit 6.161 - Upper90 Credit and Guaranty Agreement (19)
Exhibit 6.162 – Purchase Agreement in respect of Series #48JACKIE Asset
Exhibit 6.163 – Bill of Sale in respect of Series #66ORR Asset
Exhibit 6.164 – Bill of Sale in respect of Series #71TOPPS Asset
Exhibit 6.165 – Bill of Sale in respect of Series #79GRETZKY Asset
Exhibit 6.166 – Bill of Sale in respect of Series #84JORDAN Asset
Exhibit 6.167 – Bill of Sale in respect of Series #91JORDAN Asset
Exhibit 6.168 – Bill of Sale in respect of Series #92JORDAN Asset
Exhibit 6.169 – Bill of Sale in respect of Series #94JORDAN Asset
Exhibit 6.170 – Bill of Sale in respect of Series #96JORDAN Asset
Exhibit 6.171 – Bill of Sale in respect of Series #96JORDAN2 Asset
Exhibit 6.172 – Bill of Sale in respect of Series #03JORDAN2 Asset
Exhibit 6.173 – Bill of Sale in respect of Series #03LEBRON3 Asset
Exhibit 6.174 – Bill of Sale in respect of Series #09CURRY Asset
Exhibit 6.175 – Bill of Sale in respect of Series #14KOBE Asset
Exhibit 6.176 – Bill of Sale in respect of Series #14CARR Asset
Exhibit 6.177 – Bill of Sale in respect of Series #OPEECHEE Asset
Exhibit 6.178 – Bill of Sale in respect of Series #APPLE1 Asset
Exhibit 6.179 – Bill of Sale in respect of Series #VANHALEN Asset
Exhibit 6.180 – Bill of Sale in respect of Series #MOSASAUR Asset
Exhibit 6.181 – Purchase Agreement in respect of Series #98ZELDA Asset
Exhibit 6.182 – Bill of Sale in respect of Series #59FLASH Asset
Exhibit 6.183 – Bill of Sale in respect of Series #WOLVERINE Asset
Exhibit 6.184 – Bill of Sale in respect of Series #DOMINOS Asset
Exhibit 6.185 – Bill of Sale in respect of Series #BROSGRIMM Asset
Exhibit 6.186 – Purchase Agreement in respect of Series #CONGRESS Asset
Exhibit 6.187 – Purchase Agreement in respect of Series #1776 Asset
Exhibit 8.1 – Subscription Escrow Agreement (1)
Exhibit 8.2 – Custodian Agreement with DriveWealth, LLC (5)
Exhibit 11.1 – Consent of EisnerAmper LLP
Exhibit 12.1 – Opinion of Duane Morris LLP
Exhibit 13.1 – Amended and Restated Testing the Water Materials (3)
(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on August 13, 2019
(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on August 19, 2019
(3)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on September 16, 2019
(4)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on October 4, 2019
(5)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on October 21, 2019
(6)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on November 15, 2019
(7)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on December 5, 2019
(8)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on February 7, 2020
(9)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on March 31, 2020
(10)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on May 26, 2020
(11)Previously filed as an exhibit to the Company’s Form1-A/A filed with the Commission on July 10, 2020
(12)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on August 7, 2020
(13)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on September 15, 2020
III-4
(14)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on September 28, 2020
(15)Exhibit 6.59 has been restated and replaced in its entirety with Exhibit 6.119
(16)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on October 8, 2020
(17)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on October 15, 2020
(18)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on November 10, 2020
(19)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on December 10, 2020
III-4
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RSE ARCHIVE MANAGER, LLC
By: RSE Markets, Inc., its managing member
By: /s/ George J. Leimer
Name: George J. Leimer
Title: Chief Executive Officer
This report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date
|
/s/ George J. Leimer Name: George J. Leimer | Chief Executive Officer of RSE Markets, Inc. (Principal Executive Officer)
| December 30, 2020
|
/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt | Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)
| December 30, 2020
|
RSE ARCHIVE MANAGER, LLC
By: /s/ George J. Leimer Name: George J. Leimer Title: Chief Executive Officer
| Managing Member | December 30, 2020
|
RALLY
Exclusive Purchase Agreement
As of December 16th, 2020
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auction Investments (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Key Deal Points:
§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability.
§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below.
§For a period of time from the date of this Purchase Agreement (the “Period”), you grant us the exclusive right to purchase the Asset(s).
Your Rights & Obligations:
§You maintain possession of the Asset(s) throughout the Period.
§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement.
§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials. Marketing materials remain our property.
§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale Advisor will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”.
The Results:
§Seller will receive payment of the Consideration for the associated Asset(s), as outlined below.
Other:
§This Purchase Agreement may be modified or amended only with the prior written consent of both the Purchaser and Seller.
1
RALLY
Asset: | 1948 Leaf Jackie Robinson Card #79 PSA NM-MT 8 |
Description: | Cert #: 07033041 |
Total Acquisition Cost: | $ 340,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 340,000.00 (100%) (0%) $ 340,000.00 |
Other Terms: Down Payment |
$ 340,000.00 due on signing |
Additional Terms & Conditions:
Acknowledged and Agreed:
By: /S/ George Leimer |
| By: /S/ Ken Goldin |
RSE Archive, LLC |
| SELLER |
Name:George Leimer |
| Name: Ken Goldin |
Title: Chief Executive Officer |
| Title: Principal |
2
RALLY
Bill of Sale
As of December 14, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #66ORR |
Description: | 1966 Topps Bobby Orr #35 Rookie Card graded NM-MT 8 by PSA |
Total Acquisition Cost: | $ 85,200.00 |
Consideration: Cash (%) Equity (%) Total |
$ 85,200.00 (100%) $ 0 (0%) $ 85,200.00 (100%) |
RALLY
Bill of Sale
As of December 10, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #71TOPPS |
Description: | 1971 Topps Football Series 2 Wax Box Reviewed and Factory Sealed by BBCE |
Total Acquisition Cost: | $ 60,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 60,000.00 (100%) $ 0 (0%) $ 60,000.00 (100%) |
RALLY
Bill of Sale
As of December 10, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #79GRETZKY |
Description: | 1979 Topps Wayne Gretzky #18 Rookie Card graded GEM-MT 10 by PSA |
Total Acquisition Cost: | $ 720,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 720,000.00 (100%) $ 0 (0%) $ 720,000.00 (100%) |
RALLY
Bill of Sale
As of December 4, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Julien’s Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #84JORDAN |
Description: | Michael Jordan Photo-Matched 1984 Signing Day Chicago Bulls Official NBA Game Jersey |
Total Acquisition Cost: | $ 312,500 |
Consideration: Cash (%) Equity (%) Total |
$ 312,500.00 (100%) $ 0 (0%) $ 312,500.00 (100%) |
RALLY
Bill of Sale
As of December 14, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #91JORDAN |
Description: | 1991 Michael Jordan Game Worn Chicago Bulls Home Uniform graded A10 by MEARS |
Total Acquisition Cost: | $ 67,200.00 |
Consideration: Cash (%) Equity (%) Total |
$ 67,200.00 (100%) $ 0 (0%) $ 67,200.00 (100%) |
RALLY
Bill of Sale
As of December 4, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #92JORDAN |
Description: | 1992 Michael Jordan Game Worn and Dual Signed Nike Air Jordan VII's |
Total Acquisition Cost: | $ 36,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 36,000.00 (100%) $ 0 (0%) $ 36,000.00 (100%) |
RALLY
Bill of Sale
As of December 14, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #94JORDAN |
Description: | 1994 Michael Jordan Game Worn, Signed and Photo-Matched Air Jordan Baseball Cleats |
Total Acquisition Cost: | $ 73,200.00 |
Consideration: Cash (%) Equity (%) Total |
$ 73,200.00 (100%) $ 0 (0%) $ 73,200.00 (100%) |
RALLY
Bill of Sale
As of December 4, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #96JORDAN |
Description: | 1996 Michael Jordan Game Worn and Dual Signed ‘Player Sample’ Air Jordan 11 “Concord” |
Total Acquisition Cost: | $ 42,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 42,000.00 (100%) $ 0 (0%) $ 42,000.00 (100%) |
RALLY
Bill of Sale
As of December 7, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #96JORDAN2 |
Description: | Michael Jordan Playoff Worn and Dual Signed ‘Player Sample’ Air Jordan 11’s |
Total Acquisition Cost: | $ 47,880 |
Consideration: Cash (%) Equity (%) Total |
$ 47,880.00 (100%) $ 0 (0%) $ 47,880.00 (100%) |
RALLY
Bill of Sale
As of December 14, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #03JORDAN2 |
Description: | 2003-04 UD Exquisite Quad Patch #MJ Michael Jordan Game Used Patch Card graded NM-MT+ 8.5 by BGS |
Total Acquisition Cost: | $ 36,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 36,000.00 (100%) $ 0 (0%) $ 36,000.00 (100%) |
RALLY
Bill of Sale
As of December 10, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #03LEBRON3 |
Description: | 2003-04 SP Authentic #148 LeBron James Autographed Rookie Card graded PRISTINE 10 by BGS |
Total Acquisition Cost: | $ 204,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 204,000.00 (100%) $ 0 (0%) $ 204,000.00 (100%) |
RALLY
Bill of Sale
As of December 14, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #09CURRY |
Description: | 2009-10 UD Exquisite Stephen Curry #64 Autographed Rookie Card graded GEM MINT 9.5 by BGS |
Total Acquisition Cost: | $ 22,800.00 |
Consideration: Cash (%) Equity (%) Total |
$ 22,800.00 (100%) $ 0 (0%) $ 22,800.00 (100%) |
RALLY
Bill of Sale
As of December 10, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #14KOBE |
Description: | 2014 Kobe Bryant Game Worn and Signed Lakers Jersey |
Total Acquisition Cost: | $ 69,300.00 |
Consideration: Cash (%) Equity (%) Total |
$ 69,300.00 (100%) $ 0 (0%) $ 69,300.00 (100%) |
RALLY
Bill of Sale
As of December 17, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and PWCC Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #14CARR |
Description: | 2014 National Treasures Silver #296 Derek Carr Signed Patch Rookie Card graded GEM MT 10 by PSA |
Total Acquisition Cost: | $ 16,600.00 |
Consideration: Cash (%) Equity (%) Total |
$ 16,600.00 (100%) $ 0 (0%) $ 16,600.00 (100%) |
RALLY
Bill of Sale
As of December 10, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #OPEECHEE |
Description: | 1979-80 O-Pee-Chee Wax Box Reviewed and Factory Sealed by BBCE |
Total Acquisition Cost: | $ 252,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 252,000.00 (100%) $ 0 (0%) $ 252,000.00 (100%) |
RALLY
Bill of Sale
As of December 18, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and R & R Auction of Massachusetts (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #APPLE1 |
Description: | 1976 Apple-1 Computer with Original Box Signed by Steve Wozniak |
Total Acquisition Cost: | $ 736,862.50 |
Consideration: Cash (%) Equity (%) Total |
$ 736,862.50 (100%) $ 0 (0%) $ 736,862.50 (100%) |
RALLY
Bill of Sale
As of December 14, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #VANHALEN |
Description: | 2008 Eddie Van Halen Concert Played and Signed Charvel EVH Art Series Guitar |
Total Acquisition Cost: | $ 54,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 54,000.00 (100%) $ 0 (0%) $ 54,000.00 (100%) |
RALLY
Bill of Sale
As of December 3, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Bonhams (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #MOSASAUR |
Description: | Mosasaur Halisaurus Arambourgi Skeleton |
Total Acquisition Cost: | $ 17,812.50 |
Consideration: Cash (%) Equity (%) Total |
$ 17,812.50 (100%) $ 0 (0%) $ 17,812.50 (100%) |
RALLY
Exclusive Purchase Agreement
As of December 22, 2020
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Josh Byerly (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Key Deal Points:
§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability.
§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below.
§For a period of time from the date of this Purchase Agreement (the “Period”), you grant us the exclusive right to purchase the Asset(s).
Your Rights & Obligations:
§You maintain possession of the Asset(s) throughout the Period.
§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement.
§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials. Marketing materials remain our property.
§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale Advisor will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”.
The Results:
§Seller will receive payment of the Consideration for the associated Asset(s), as outlined below.
Other:
§This Purchase Agreement may be modified or amended only with the prior written consent of both the Purchaser and Seller.
1
CONFIDENTIALDM3\6025930.2
RALLY
Asset: | 1998 N64 The Legend of Zelda: Ocarina of Time Wata 9.6 A+ [Collector’s Edition] |
Description: | Cert No. 576307-002 |
Total Acquisition Cost: | $ 20,000 |
Consideration: Cash (%) Equity (%) Total |
$ 20,000 (100%) (0%) $ 20,000 |
Other Terms: Down Payment |
$ 20,000 due on signing |
Additional Terms & Conditions:
Acknowledged and Agreed:
By: /S/ George Leimer |
| By: /S/ Josh Byerly |
RSE Archive, LLC |
| SELLER |
Name:George Leimer |
| Name: Josh Byerly |
Title: Chief Executive Officer |
| Title: Principal |
2
CONFIDENTIALDM3\6025930.2
RALLY
Bill of Sale
As of December 17, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Metropolis Collectibles Inc. (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #59FLASH |
Description: | 1959 The Flash #105 comic book graded NM 9.4 by CGC |
Total Acquisition Cost: | $ 58,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 58,000.00 (100%) $ 0 (0%) $ 58,000.00 (100%) |
RALLY
Bill of Sale
As of December 17, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Metropolis Collectibles Inc. (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #WOLVERINE |
Description: | 1974 Incredible Hulk #181 comic book graded NM/M 9.8 by CGC |
Total Acquisition Cost: | $ 42,000.00 |
Consideration: Cash (%) Equity (%) Total |
$ 42,000.00 (100%) $ 0 (0%) $ 42,000.00 (100%) |
RALLY
Bill of Sale
As of December 16, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and MyChrono24 (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #DOMINOS |
Description: | 1990 Rolex Air-King Dominos Pizza Special Edition Watch |
Total Acquisition Cost: | $ 8,467.91 |
Consideration: Cash (%) Equity (%) Total |
$ 8,467.91 (100%) $ 0 (0%) $ 8,467.91 (100%) |
RALLY
Bill of Sale
As of December 16, 2020
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Asset: | #BROSGRIMM |
Description: | 1837 Third Edition Presentation Copy of Grimms' Fairy Tales by the Brothers Grimm inscribed to contributor and friend Malchen Hassenpflug |
Total Acquisition Cost: | $ 112,500.00 |
Consideration: Cash (%) Equity (%) Total |
$ 112,500.00 (100%) $ 0 (0%) $ 112,500.00 (100%) |
RALLY
Exclusive Purchase Agreement
As of December 17th, 2020
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Jeremy O’Connor, LLC (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Key Deal Points:
§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability.
§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below.
§For a period of time from the date of this Purchase Agreement (the “Period”), you grant us the exclusive right to purchase the Asset(s).
Your Rights & Obligations:
§You maintain possession of the Asset(s) throughout the Period.
§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement.
§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials. Marketing materials remain our property.
§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale Advisor will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”.
The Results:
§Seller will receive payment of the Consideration for the associated Asset(s), as outlined below.
Other:
§This Purchase Agreement may be modified or amended only with the prior written consent of both the Purchaser and Seller.
1
CONFIDENTIALDM3\6025930.2
RALLY
Asset: | Journals of Congress |
Description: | First Edition Copy |
Total Acquisition Cost: | $98,200 |
Consideration: Cash (%) Equity (%) Total |
$ 98,200 (100%) (0%) $ 98,200 |
Other Terms: Down Payment |
$ 45,000.00 due on signing (The remaining payment of $53,200.00 will be paid on January 8th, 2021)
|
Additional Terms & Conditions:
Acknowledged and Agreed:
By: /S/ George Leimer |
| By: /S/ Jeremy O’Connor |
RSE Archive, LLC |
| SELLER |
Name:George Leimer |
| Name: Jeremy O’Connor |
Title: Chief Executive Officer |
| Title: Principal |
2
CONFIDENTIALDM3\6025930.2
RALLY
Purchase Agreement
As of November 12, 2020
This purchase agreement (this “Agreement”) is made between RSE Archive, LLC, a Delaware series limited liability company (including any of its designees, “Purchaser”, “we” or “us”), and Jeremy O’Connor, LLC (“Seller” or “you”) with regard to the asset described below (the “Asset”).
Key Deal Points:
§We have agreed with you to the Consideration to be paid for each Asset, as outlined below.
§You hereby represent to us as follows:
oYou possess an exclusive option to become the owner of the Asset, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, claims, interests (including security interests), rights of first refusal or first offer, restrictions, charges of every kind and nature, whether arising by contract, operation of law or otherwise (collectively, “Encumbrances”).
oFrom and after the closing of the purchase of the Asset by us (the “Closing”), we will have the same good and marketable title to the Asset, free and clear of all Encumbrances, and will be entitled to and enjoy all the same rights and benefits of the Asset as enjoyed by you as of the date of this Agreement.
oThe Asset is free of any adverse claims or defects regarding title or authenticity. The Asset is not counterfeit, has not been previously stolen and has not been subject to any fraudulent conveyance.
oYou are duly incorporated or organized and validly existing and in good standing under the laws of the state of your incorporation or organization. You have all requisite power and authority to own, lease, transfer and convey your property and to carry on your business as now being conducted by you.
oYou have all requisite power and authority to enter into this Agreement, to perform your obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by you and is a legal, valid and binding obligation on you, enforceable against you in accordance with its terms.
oNo party other than Purchaser or Seller has any agreement or option, whether, in writing or oral, or any right or privilege capable of becoming an agreement or option for the purchase or acquisition of the Asset.
oThe execution, delivery and performance of this Agreement by you, and the consummation of the transactions contemplated hereby, does not and will not, with or without notice, lapse of time or both: (i) constitute or result in a breach
1
CONFIDENTIAL
RALLY
or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of yours under (A) any contract (written or oral) to which you are a party or by which you or the Asset is bound, (B) any applicable law, license, permit, approval, consent or authorization to which you or the Asset is subject; (ii) violate any provision of your organizational documents, or (iii) result in the creation or imposition of any Encumbrance on the Asset (other than in favor of Purchaser).
oThe Asset is insured and shall remain insured at your expense until the Closing by a reputable carrier against loss or damage by all insurable hazards or risks on a fair market value basis. Purchaser holds no responsibility for care against loss or damage until Asset is delivered to Purchaser post-closing.
Your Rights & Obligations:
§You will maintain an exclusive option to, except as may be consented to in writing by us (which consent we may withhold, condition or delay in our sole discretion), purchase and take possession of the Asset after the closing. The Asset, and title thereto, will remain free and clear of all Encumbrances.
§You agree to have the Asset authenticated and examined by two mutually agreed upon third-party experts within the period before purchase. Purchaser will cover expenses related to authentication. If at any point a third-party authentication or verification results in anything but a definitive judgement that the Asset is authentic and as represented by Seller, Purchaser is entitled to a full refund of initial payment and consideration within five-business days of judgement.
§Except as may be consented to in writing by us (which consent we may withhold, condition or delay in our sole discretion), during the Deal Period you will store, protect and maintain the Asset as part of your inventory exercising a standard of care no less than the standard applied in storing, protecting and maintaining the Asset immediately prior to the date of this Agreement, but, in any event, on no less than a commercially reasonable basis with respect to storing, protecting and maintaining valuable collectible assets of the nature and type of the Asset.
§Upon reasonable notice, you will provide us or a mutually agreed upon third-party access to the Asset for the creation of marketing materials and documentation / authentication. Any produced materials remain our property. Seller will maintain all responsibility against loss or damage, including during transportation, when making Asset available for purposes above. Buyer agrees to reimburse Seller for mutually agreed upon reasonable expenses associated with facilitating the creation of marketing materials and documentation / authentication.
§You will maintain insurance on the Asset by a reputable carrier against loss or damage by all insurable hazards or risks on a fair market value basis.
§You will indemnify and save harmless Purchaser and our affiliates and their respective officers, directors, managers, equity holders, employees and agents (collectively, “Purchaser Indemnitees”) from all losses, damages, liabilities, deficiencies, claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, proceedings, litigations, investigations, taxes, judgments, interest, awards, penalties, fines,
2
CONFIDENTIAL
RALLY
assessments, levies, costs or expenses of whatever kind suffered or incurred by any of the Purchaser Indemnitees based upon, arising out of, with respect to, in connection with or by reason of:
oany inaccuracy in or breach of any of your representations or warranties contained in this Agreement or in any agreement, certificate or other document delivered by you to us in connection herewith;
oany claim by any person or entity for brokerage or finder’s fees or commissions or similar payments;
othe ownership of the Asset prior to the Closing, including, without limitation, any failure by you to pay, satisfy, discharge, perform or fulfill any debt, liability, obligation, fee of any nature related thereto; and
oany fraud, intentional misrepresentation or willful misconduct by you or any of your officers, directors, managers, employees or agents relating to this Agreement.
§You will promptly give us written notice of: (i) the existence or occurrence of any fact, circumstance, event or condition that could reasonably be expected to (A) cause any of your representations or warranties to be untrue or inaccurate at any time, (B) adversely impact the value of the Asset, (C) result in an Encumbrance upon the Asset or affect title or possession of the Asset in a way that is adverse to us, (C) prevent the timely consummation of the transactions contemplated hereby; (ii) any notice or other communication from any person or entity alleging that the consent, approval, permission of or waiver from such person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, proceeding, litigation, investigation, commenced or, to your knowledge, threatened against, relating to or involving or otherwise affecting the Asset, including title, ownership or authenticity thereof.
§Upon our written notice to you, you will return the Down-Payment (as defined below) and this Agreement shall terminate in the event: (i) there has been a breach by you of any representation, warranty, covenant, agreement or obligation pursuant to this Agreement; (ii) the Asset is lost, stolen, damaged or destroyed or its value is otherwise impaired or diminished; (iii) of any fraud, intentional misrepresentation or willful misconduct by you or any of your officers, directors, managers, employees or agents relating to this Agreement; or (iv) a material adverse event has occurred or would reasonably be expected to occur with respect to the Asset.
§You will not, and will cause your affiliates and your and their respective officers, directors, managers, members, equity holders, employees, agents and other representatives not to, issue any press release or other public announcement relating to the subject matter of this Agreement or the transactions contemplated hereby without our prior written consent, which consent we may withhold, condition or delay in our sole discretion.
§You will not advertise the Asset online, in print, on social media, or with a third-party dealer or listing service without our prior written consent, which consent we may withhold, condition or delay in our sole discretion.
3
CONFIDENTIAL
RALLY
The Closing:
§Upon closing you will receive payment of the Consideration for the Asset, as outlined below. You will deliver customary instruments of transfer (including a bill of sale) in form and substance satisfactory to us transferring title and ownership of the Asset to us, free and clear of all Encumbrances.
§The representations and warranties set forth in this Agreement (and any certificate or other writing delivered pursuant hereto) shall be true and correct in all respects on and as of the date of this Agreement and as of the Closing with the same effect as though made at and as of the Closing.
§The representations and warranties set forth in this Agreement (and any certificate or other writing delivered pursuant hereto) will survive the Closing and/or termination or expiration of this Agreement indefinitely. Any claim for indemnification may continue to be asserted and pursued, with the obligation to indemnify to continue to apply, until such claim is finally resolved. Your covenants, agreements and obligations set forth in this Agreement will each survive the Closing and continue in full force and effect indefinitely.
§Unless otherwise agreed in writing by us, you will be responsible for arranging shipment of the Asset in a manner and by a carrier of our selection to a location designated by us. We will pay all costs, freight, fees and insurance in connection therewith.
§You will execute and deliver or cause to be executed and delivered to us such other agreements or instruments, in addition to those required by this Agreement, as we may reasonably request, in order to implement the transactions contemplated by this Agreement.
Asset; Consideration; Other Terms
Asset: | Broadside copy of the Declaration of Independence |
Description: | July 16, 1776 Exeter, NH Broadside |
Total Acquisition Cost: | $ 1,450,000 |
Consideration: Cash (%) Equity (%) Total |
$ 1,450,000 (100%) (0%) $ 1,450,000 |
Other Terms: Down-Payment Balance Due |
$ 300,000.00 due on signing $ 1,150,000.00 due on February 1st, 2021 |
Additional Terms & Conditions:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction, and, for the purpose of such jurisdiction, such provision or portion
4
CONFIDENTIAL
RALLY
thereof shall be struck from the remainder of this Agreement, which shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement and the other instruments and documents expressly referred to herein constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The parties agree that, because of the uniqueness of the Asset, irreparable damage would occur to the Purchaser if any provision of this Agreement were not performed in accordance with the terms hereof and that the Purchaser shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity.
THIS AGREEMENT SHALL BE GOVERNED BY, INTERPRETED UNDER AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Any action, suit or proceeding to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware, New Castle County, provided, that if jurisdiction is not then available in such court, then any such legal action or proceeding may be brought in any federal court sitting in Wilmington, Delaware or any other
5
CONFIDENTIAL
RALLY
Delaware state court, and you agree to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) and you waive (to the full extent permitted by law) any objection you may have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding has been brought in an inconvenient forum.
Acknowledged and Agreed:
By: /S/ George Leimer |
| By: /S/ Jeremy O’Connor |
RSE Archive, LLC |
| SELLER |
Name: George Leimer |
| Name: Jeremy O’Connor |
Title: Chief Executive Officer |
| Title: Principal |
6
CONFIDENTIAL
Exhibit 11.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Post-Qualification Offering Circular Amendment No. 17 to this Regulation A Offering Statement (Form 1-A) of RSE Archive, LLC to be filed on or about December 29, 2020 of our report dated March 31, 2020, except for Note J as to which the date is April 21, 2020, on our audit of the Company and each listed Series’ financial statements as of December 31, 2019, and for the period from January 3, 2019 (inception) to December 31, 2019. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company and each listed Series’ ability to continue as a going concern.
/s/ EisnerAmper LLP
EISNERAMPER LLP
New York, New York
December 29, 2020
December 30, 2020
RSE Archive, LLC 250 Lafayette Street 2nd Floor New York, NY 10012
|
Re:RSE Archive, LLC (the “Company”) Offering Statement on Form 1-A, as amended by the Post-Qualification Offering Circular Amendment No. 17 (together, the “Offering Statement”)
We have acted as special counsel to the Company, a Delaware series limited liability company, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) relating to the proposed offer and sale by the Company of membership interests (the “Interests”) in each of the applicable series of the Company as set forth in Schedule 1 hereto (each, an “Offering”).
For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:
1.the Certificate of Formation of the Company, filed with the Secretary of State of the State of Delaware on January 3, 2019;
2.the Certificate of Formation of RSE Archive Manager, LLC, the manager of the Company (the “Manager”), filed with the Secretary of State of the State of Delaware on March 27, 2019;
3.the Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 12, 2019 (the “Company Operating Agreement”);
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 2
4.the Limited Liability Company Agreement of the Manager, dated as of August 12, 2019 (the “Manager Operating Agreement”); and
5.resolutions of the Manager and the Board of Directors of the Manager, with respect to the Offering.
We have also examined the Offering Statement, forms of subscription agreement and series designation filed with the Commission and such other certificates of public officials, such certificates of executive officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinion hereafter set forth.
In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents, (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, (vi) that the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (vii) that the Offering Statement will be and remain qualified under the Securities Act, and (viii) that the Company will receive the required consideration for the issuance of such Interests at or prior to the issuance thereof. As to all questions of fact material to this opinion, we have relied solely upon the above-referenced certificates or comparable documents and other documents delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.
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”).
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.
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 series limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Company Operating Agreement, Manager Operating Agreement, applicable series designation and applicable subscription agreement against payment therefor in the manner contemplated in the Offering Statement, (a) will be legally issued under the Delaware Act and (b) purchasers of the Interests will have no obligation under the Delaware Act to make payments to the Company (other than their purchase price for the Interests and except for their obligation that may arise in the future to repay any funds wrongfully distributed to them as provided under the Delaware Act), 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
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 3
the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being members of the Company.
The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.
Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the use of this letter as an exhibit to the Offering Statement and to any and all references to our firm in the prospectus that is a part of the Offering Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.
/s/ Duane Morris LLP
Duane Morris LLP
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 4
SCHEDULE 1
Ticker | Maximum Membership Interests | Maximum Offering Size |
#10COBB | 1,000 | $39,000 |
#52MANTLE | 1,000 | $132,000 |
#71ALI | 2,000 | $31,000 |
#71MAYS | 2,000 | $57,000 |
#98JORDAN | 2,000 | $128,000 |
#AGHOWL | 500 | $19,000 |
#EINSTEIN | 2,000 | $14,500 |
#FROST | 200 | $13,500 |
#POTTER | 3,000 | $72,000 |
#ROOSEVELT | 1,000 | $19,500 |
#TWOCITIES | 200 | $14,500 |
#ULYSSES | 500 | $25,500 |
#YOKO | 200 | $16,000 |
#70RLEX | 1,000 | $20,000 |
#RLEXPEPSI | 2,000 | $17,800 |
#SMURF | 2,000 | $34,500 |
#APEOD | 500 | $31,000 |
#APROAK | 1,000 | $75,000 |
#15PTKWT | 1,000 | $108,000 |
#18ZION | 500 | $15,000 |
#75ALI | 2,000 | $46,000 |
#88JORDAN | 2,000 | $22,000 |
#APOLLO11 | 1,000 | $32,000 |
#BIRKINBLEU | 1,000 | $58,000 |
#SNOOPY | 2,000 | $25,500 |
#HONUS | 10,000 | $520,000 |
#24RUTHBAT | 3,000 | $255,000 |
#33RUTH | 2,000 | $77,000 |
#56MANTLE | 10,000 | $10,000 |
#BIRKINBOR | 2,000 | $52,500 |
#HIMALAYA | 2,000 | $140,000 |
#SPIDER1 | 1,000 | $22,000 |
#BATMAN3 | 1,000 | $78,000 |
#BOND1 | 1,000 | $39,000.00 |
#CATCHER | 500 | $12,500.00 |
#LOTR | 1,000 | $29,000.00 |
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 5
#AMZFNT15 | 500 | $32,500.00 |
#HULK1 | 2,000 | $89,000.00 |
#BATMAN1 | 1,000 | $71,000.00 |
#55CLEMENTE | 1,000 | $38,000.00 |
#38DIMAGGIO | 1,000 | $22,000.00 |
#RUTHBALL1 | 2,000 | $29,000.00 |
#86JORDAN | 1,000 | $40,000.00 |
#GMTBLACK1 | 1,000 | $28,000.00 |
#SHKSPR4 | 1,000 | $115,000.00 |
#50JACKIE | 10,000 | $10,000.00 |
#POKEMON1 | 5,000 | $125,000.00 |
#FANFOUR1 | 2,000 | $105,000.00 |
#CHURCHILL | 7,500 | $7,500.00 |
#ANMLFARM | 10,000 | $10,000.00 |
#CAPTAIN3 | 1,000 | $37,000.00 |
#SUPER21 | 8,500 | $8,500.00 |
#SOBLACK | 1,000 | $56,000.00 |
#FAUBOURG | 2,000 | $150,000.00 |
#BIRKINTAN | 1,000 | $28,000.00 |
#56TEDWILL | 2,000 | $90,000.00 |
#68MAYS | 2,000 | $39,000.00 |
#51MANTLE | 2,000 | $34,000.00 |
#85MARIO | 3,000 | $150,000.00 |
#TKAM | 2,000 | $32,000.00 |
#TMNT1 | 1,000 | $65,000.00 |
#LINCOLN | 4,000 | $80,000.00 |
#61JFK | 2,000 | $23,000.00 |
#GATSBY | 4,000 | $200,000.00 |
#BATMAN6 | 2,000 | $27,000.00 |
#STARWARS1 | 12,000 | $12,000.00 |
#DAREDEV1 | 11,500 | $11,500.00 |
#03LEBRON | 2,000 | $34,000.00 |
#03JORDAN | 2,000 | $41,000.00 |
#ALICE | 12,000 | $12,000.00 |
#14DRC | 1,000 | $54,000.00 |
#05LATOUR | 1,000 | $9,800.00 |
#16PETRUS | 9,000 | $45,000.00 |
#16SCREAG | 1,000 | $39,000.00 |
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 6
#HALONFR | 1,000 | $27,000.00 |
#03KOBE | 6,250 | $50,000.00 |
#86RICE | 23,000 | $ 23,000.00 |
#AVENGERS1 | 5,000 | $270,000.00 |
#SUPER14 | 5,200 | $130,000.00 |
#94JETER | 1,000 | $45,000.00 |
#DUNE | 1,000 | $13,250.00 |
#TOS39 | 3,000 | $135,000.00 |
#2020TOPPS | 10,000 | $100,000.00 |
#93DAYTONA | 2,000 | $42,000.00 |
#57STARR | 8,000 | $8,000.00 |
#57MANTLE | 8,000 | $8,000.00 |
#39TEDWILL | 5,600 | $28,000.00 |
#ANMLFARM | 1,000 | $10,000.00 |
#37HEISMAN | 10,000 | $460,000.00 |
#JUSTICE1 | 5,000 | $ 215,000.00 |
#AF15 | 8,000 | $200,000.00 |
#59JFK | 2,000 | $26,000.00 |
#SPIDER10 | 4,200 | $21,000.00 |
#GRAPES | 2,000 | $39,000.00 |
#JOBSMAC | 5,000 | $50,000.00 |
#AVENGE57 | 20,000 | $20,000.00 |
#PICNIC | 2,000 | $54,000.00 |
#CLEMENTE2 | 2,000 | $70,000.00 |
#09TROUT | 11,250 | $225,000.00 |
#79STELLA | 13,800 | $69,000.00 |
#62MANTLE | 6,000 | $150,000.00 |
#KEROUAC | 4,900 | $98,000.00 |
#09BEAUX | 6,800 | $34,000.00 |
#13BEAUX | 5,100 | $25,500.00 |
#09RBLEROY | 4,300 | $107,500.00 |
#00MOUTON | 2,000 | $27,000.00 |
#11BELAIR | 2,000 | $22,000.00 |
#06BRM | 1,850 | $18,500.00 |
#17DUJAC | 3,250 | $26,000.00 |
#00NEWMAN | 3,100 | $15,500.00 |
#NASA1 | 10,000 | $300,000.00 |
#03KOBE2 | 5,750 | $23,000.00 |
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 7
#FAUBOURG2 | 11,000 | $165,000.00 |
#03TACHE | 15,600 | $78,000.00 |
#04LEBRON | 5,000 | $50,000.00 |
#THOR | 10,750 | $215,000.00 |
#85NES | 8,000 | $32,000.00 |
#WILDGUN | 4,000 | $28,000.00 |
#88MARIO | 2,000 | $30,000.00 |
#GOLDENEYE | 5,000 | $25,000.00 |
#13MUSIGNY | 12,250 | $245,000.00 |
#DIMAGGIO2 | 2,000 | $21,000.00 |
#85JORDAN | 10,000 | $250,000.00 |
#00BRADY | 3,750 | $45,000.00 |
#34GEHRIG | 5,000 | $35,000.00 |
#69KAREEM | 2,500 | $27,500.00 |
#16KOBE | 100,000 | $800,000.00 |
#TORNEK | 33,000 | $165,000.00 |
#NEWTON | 30,000 | $300,000.00 |
#MOONSHOE | 18,000 | $180,000.00 |
#70AARON | 6,000 | $18,000.00 |
#13GIANNIS | 5,000 | $25,000.00 |
#03LEBRON2 | 5,000 | $100,000.00 |
#BULLSRING | 30,000 | $300,000.00 |
#09COBB | 8,000 | $32,000.00 |
#18LAMAR | 7,750 | $62,000.00 |
#51HOWE | 5,000 | $45,000.00 |
#86FLEER | 16,500 | $165,000.00 |
#58PELE | 31,500 | $315,000.00 |
#58PELE2 | 5,300 | $26,500.00 |
#04MESSI | 9,000 | $45,000.00 |
#99TMB2 | 10,000 | $60,000.00 |
#98KANGA | 21,250 | $170,000.00 |
#FEDERAL | 10,000 | $150,000.00 |
#59BOND | 10,250 | $82,000.00 |
#62BOND | 15,500 | $93,000.00 |
#DEATON | 11,400 | $285,000.00 |
#XMEN1 | 12,000 | $240,000.00 |
#ICECLIMB | 10,000 | $80,000.00 |
#PUNCHOUT | 10,000 | $90,000.00 |
DuaneMorris |
|
|
RSE Archive, LLC
December 30, 2020
Page 8
#POKEBLUE | 2,400 | $24,000.00 |
#98GTA | 3,150 | $15,750.00 |
#FOSSILBOX | 4,200 | $21,000.00 |
#96CHARZRD | 6,500 | $65,000.00 |
#JUNGLEBOX | 6,900 | $34,500.00 |
#01TIGER | 1,850 | $18,500.00 |
#48JACKIE | 18,750 | $375,000.00 |
#66ORR | 10,650 | $85,200.00 |
#71TOPPS | 17,000 | $68,000.00 |
#79GRETZKY | 20,000 | $800,000.00 |
#84JORDAN | 15,000 | $375,000.00 |
#91JORDAN | 10,000 | $70,000.00 |
#92JORDAN | 7,000 | $42,000.00 |
#94JORDAN | 10,000 | $85,000.00 |
#96JORDAN | 12,000 | $48,000.00 |
#96JORDAN2 | 10,800 | $54,000.00 |
#03JORDAN2 | 10,000 | $42,000.00 |
#03LEBRON3 | 10,000 | $230,000.00 |
#09CURRY | 2,500 | $25,000.00 |
#14KOBE | 9,750 | $78,000.00 |
#14CARR | 4,000 | $20,000.00 |
#OPEECHEE | 10,000 | $300,000.00 |
#APPLE1 | 33,000 | $825,000.00 |
#VANHALEN | 5,000 | $62,000.00 |
#MOSASAUR | 6,000 | $30,000.00 |
#98ZELDA | 5,000 | $23,500.00 |
#59FLASH | 10,000 | $65,000.00 |
#WOLVERINE | 5,000 | $47,500.00 |
#DOMINOS | 2,000 | $11,000.00 |
#BROSGRIM | 5,000 | $135,000.00 |
#CONGRESS | 5,000 | $120,000.00 |
#1776 | 80,000 | $2,000,000.00 |